In Ku Lee - Jan 19, 2023 Form 4 Insider Report for Kennedy-Wilson Holdings, Inc. (KW)

Role: SVP, Deputy GC
Signature: /s/In Ku Lee
Stock symbol: KW
Transactions as of: Jan 19, 2023
Transactions value $: -$107,403
Form type: 4
Date filed: 1/23/2023, 03:37 PM
Previous filing: Jan 24, 2022
Next filing: Jan 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KW	Common Stock	Award	$0	+23.8K	+17.59%	$0.00	159K	Jan 19, 2023	Direct	F1
transaction	KW	Common Stock	Tax liability	-$107K	-6.44K	-4.05%	$16.68	152K	Jan 20, 2023	Direct	F2

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

Explanation of Responses:

Id	Content
F1	On January 19, 2023, 23,757 shares of time-based restricted stock units were granted to the reporting person pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "equity plan"). These awards will vest in three equal annual installments beginning on the first anniversary of the grant date. Performance-based restricted stock units that were awarded on the same date will be reported by the reporting person as such units vest. The registrant, at its sole discretion, may settle the time-based and performance-based restricted stock unit awards in cash or shares of the registrant's common stock.
F2	The reporting person was previously granted time-based restricted stock units pursuant to the equity plan that vest in three equal annual installments. The registrant's compensation committee of the board of directors elected to settle a vesting of such awards in cash based on the closing price of the registrant's common stock on the vesting date in an exempt transaction pursuant to Section 16b-3(e).

Content

On January 19, 2023, 23,757 shares of time-based restricted stock units were granted to the reporting person pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "equity plan"). These awards will vest in three equal annual installments beginning on the first anniversary of the grant date. Performance-based restricted stock units that were awarded on the same date will be reported by the reporting person as such units vest. The registrant, at its sole discretion, may settle the time-based and performance-based restricted stock unit awards in cash or shares of the registrant's common stock.

The reporting person was previously granted time-based restricted stock units pursuant to the equity plan that vest in three equal annual installments. The registrant's compensation committee of the board of directors elected to settle a vesting of such awards in cash based on the closing price of the registrant's common stock on the vesting date in an exempt transaction pursuant to Section 16b-3(e).