Fairfax Financial Holdings Ltd/ Can - Jun 16, 2023 Form 4 Insider Report for Kennedy-Wilson Holdings, Inc. (KW)

Role: Director, 10%+ Owner
Signature: /s/ Peter Clarke, Vice President and COO, on behalf of Fairfax Financial Holdings Ltd.
Stock symbol: KW
Transactions as of: Jun 16, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/20/2023, 04:33 PM
Previous filing: Mar 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KW	6.00% Series C Cumulative Perpetual Preferred Stock	Purchase		+200K			200K	Jun 16, 2023	See Footnote	F1, F2, F3, F4
holding	KW	Common Stock						13.3M	Jun 16, 2023	See Footnote	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KW	Warrants	Purchase		+12.3M			12.3M	Jun 16, 2023	Common Stock	12.3M		See Footnote	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On June 16, 2023, wholly-owned subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), purchased 200,000 shares of the Issuer's 6.00% Series C Cumulative Perpetual Preferred Stock ("Preferred Stock") and warrants (the "Warrants") to purchase 12,338,062 shares of the common stock of the Issuer, for an aggregate purchase price of $200,000,000.
F2	The Warrants may be exercised at any time, in whole or in part, for seven years from the date of issuance at an exercise price per Warrant of $16.21, subject to anti-dilution adjustment. Upon exercise of any Warrants, the holder of such Warrants has the right to reduce the cash amount to be paid with respect to the exercise price of the Warrant on a dollar-for-dollar basis by requiring the Issuer to instead extinguish shares of Preferred Stock held by such holder (using a value of $1,000 per share of Preferred Stock plus accrued and unpaid dividends) equal to up to the aggregate exercise price for such exercised Warrants.
F3	Holders of Preferred Stock are entitled to receive cumulative cash dividends from the Issuer, payable quarterly on the $1,000 per share liquidation preference of the Preferred Stock, at a rate of 6.00% per annum. The Preferred Stock has no expiration date but may be redeemed at any time by the Issuer, at its option, in whole or in part, for cash.
F4	These securities are held by subsidiaries of Fairfax. Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.