FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - 16 Jun 2023 Form 4 Insider Report for Kennedy-Wilson Holdings, Inc. (KW)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: KW
Reported as of: 16 Jun 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 20 Jun 2023, 16:33:04 UTC
Prior SEC filing: 08 Mar 2022
Next SEC filing: 16 Jun 2026
Source filing: View source filing
Reporting owner signature: /s/ Peter Clarke, Vice President and COO, on behalf of Fairfax Financial Holdings Ltd.

Key filing fact

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN filed Form 4 for Kennedy-Wilson Holdings, Inc. (KW) on 20 Jun 2023.

Key facts

This page summarizes FAIRFAX FINANCIAL HOLDINGS LTD/ CAN's Form 4 filing for Kennedy-Wilson Holdings, Inc. (KW).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 20 Jun 2023, 16:33.

Change

Previous filing in this sequence was filed on 08 Mar 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

KW transaction

6.00% Series C Cumulative Perpetual Preferred Stock

Purchase

Transaction value
Shares: +200,000
Change %
Price
Shares after: 200,000
Date: 16 Jun 2023
Ownership: See Footnote
Footnotes: F1, F2, F3, F4

KW holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 13,322,009
Date: 16 Jun 2023
Ownership: See Footnote
Footnotes: F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

KW transaction Derivative

Warrants

Purchase

Transaction value
Shares: +12,338,062
Change %
Price
Shares after: 12,338,062
Date: 16 Jun 2023
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 12,338,062
Exercise price
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.