-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P9R0lco6puJ2eg6yrJzUnpPtX/pvwGoDr0NM5bevN+jJj0Be/IjvMI6iPI0d1gtA n6ncTfA3Mtg4DQUzSqh/pg== 0000902664-09-003947.txt : 20091116 0000902664-09-003947.hdr.sgml : 20091116 20091116163137 ACCESSION NUMBER: 0000902664-09-003947 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Holdings, Inc. CENTRAL INDEX KEY: 0001408100 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 260508760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83363 FILM NUMBER: 091187336 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Prospect Acquisition Corp DATE OF NAME CHANGE: 20070727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARROWGRASS CAPITAL PARTNERS (US) LP CENTRAL INDEX KEY: 0001454288 IRS NUMBER: 134365038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 44 203 100 1000 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13D/A 1 p09-1972sc13da.txt PROSPECT ACQUISITION CORP. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D* (Rule 13d-101) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) Kennedy-Wilson Holdings, Inc. (previously known as Prospect Acquisition Corp.) ------------------------------------------------------ (Name of Issuer) Common Stock, $0.0001 par value per share ------------------------------------------------------ (Title of Class of Securities) 74347T103 ------------------------------------------------------ (CUSIP NUMBER) Moana Moore c/o Arrowgrass Capital Partners (US) LP 245 Park Avenue New York, NY 10167 +44 203 100 1049 ------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) November 12, 2009 ------------------------------------------------------ (Date of event which requires filing of this statement)) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - -------------------------------------------------------------------------------- The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 74347T103 13D Page 2 of 7 Pages - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS Arrowgrass Capital Partners (US) LP - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES _________________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY _________________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING _________________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) PN - -------------------------------------------------------------------------------- CUSIP No. 74347T103 13D Page 3 of 7 Pages - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS Arrowgrass Capital Services (US) Inc. - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES _________________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY _________________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING _________________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 74347T103 13D Page 4 of 7 Pages This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13D filed on November 9, 2009 (as amended, the "Schedule 13D") with respect to shares of Common Stock, par value $0.0001 per share (the "Common Stock") of Prospect Acquisition Corp., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. This Amendment amends Items 1, 4, 5, 6 and 7 as set forth below. This Amendment constitutes an "exit" filing with respect to the Schedule 13D by the Reporting Persons. Item 1. Security and Issuer. This statement relates to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Kennedy-Wilson Holdings, Inc. (previously known as Prospect Acquisition Corp.), a Delaware corporation (the "Company"). The Company's principal executive offices are located at 9701 Wilshire Blvd., Suite 700, Beverly Hills, California 34109. Item 4. Purpose of the Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: On November 12, 2009, the Option Agreement between AMF and Malibu was terminated. Therefore, as of such date there ceased to be any basis for any assertion that the Reporting Persons are a group with the Malibu Reporting Persons. On November 12, 2009, AMF entered into a Stock Purchase Agreement with the Company, which is referenced as Exhibit 3 hereto (which incorporates by reference Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on November 13, 2009) (the "Stock Purchase Agreement"), pursuant to which (i) the Company agreed to buy the Shares from AMF at a fixed price of $9.95 per Share on the date the Company's trust account is liquidated after the Business Combination is consummated and (ii) AMF agreed not to exercise its Redemption Right and not to acquire any Common Stock, warrants or other securities of the Company or effect any derivative transactions with respect thereto. The summary of the Stock Purchase Agreement is not complete, and is qualified in its entirety by reference to the full text of the agreement, which is referenced as Exhibit 3 hereto (which incorporates by reference Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on November 13, 2009). On November 13, 2009, the Company completed a Business Combination. As a result, in accordance with the terms of the Stock Purchase Agreement, the Reporting Persons ceased to have any beneficial ownership of the Shares as of no later than such date. The closing of the sale of the Shares pursuant to the Stock Purchase Agreement will occur on the date the Company's trust account is liquidated. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: A. Arrowgrass Capital Partners (US) LP (a) As of the date hereof, ACP no longer beneficially owns any shares of Common Stock. Percentage: As of the date hereof, 0%. CUSIP No. 74347T103 13D Page 5 of 7 Pages (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: See item (a) above. 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: See item (a) above. (c) The Reporting Persons did not effect any transactions in the Common Stock since the filing of the Schedule 13D on November 9, 2009. (d) Not applicable. (e) As of November 12, 2009, AMF and Malibu terminated the Option Agreement pursuant to its terms. Therefore, as of November 12, 2009, any possibility that ACP is a member of a five percent group with the Malibu Reporting Persons was extinguished. B. Arrowgrass Capital Services (US) Inc. (a) As of the date hereof, ACS no longer beneficially owns any shares of Common Stock. Percentage: As of the date hereof, 0%. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: See item (a) above. 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: See item (a) above. (c) The Reporting Persons did not effect any transactions in the Common Stock since the filing of the Schedule 13D on November 9, 2009. (d) Not applicable. (e) As of November 12, 2009, AMF and Malibu terminated the Option Agreement pursuant to its terms. Therefore, as of November 12, 2009, any possibility that ACS is a member of a five percent group with the Malibu Reporting Persons was extinguished. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The Option Agreement previously filed as Exhibit 2 was terminated. CUSIP No. 74347T103 13D Page 6 of 7 Pages As set forth in Item 4 above, on November 12, 2009, AMF entered into the Stock Purchase Agreement. Item 7. Materials to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended and supplemented to include the following: Exhibit 3: Stock Purchase Agreement, dated as of November 12, 2009, by and between AMF and the Company (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on November 13, 2009). CUSIP No. 74347T103 13D Page 7 of 7 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 16, 2009 ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC. By: Arrowgrass Capital Services (US) By: /s/ Sean Flynn Inc., its General Partner -------------- Name: Sean Flynn Title Director By: /s/ Sean Flynn -------------- Name: Sean Flynn Title Director -----END PRIVACY-ENHANCED MESSAGE-----