-----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, TVbf1A7iLcWY6pqNWaXQE5Nh9kE5XYvTedy+x6FA7sT8mnCBTpm3sDfPENvioHQl 87lxNdQzleWorhHI9be0HA== 0001104659-09-065353.txt : 20091116 0001104659-09-065353.hdr.sgml : 20091116 20091116215011 ACCESSION NUMBER: 0001104659-09-065353 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091113 FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Minella David A. CENTRAL INDEX KEY: 0001408092 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33824 FILM NUMBER: 091188954 MAIL ADDRESS: STREET 1: 814 HOLLOW TREE RIDGE ROAD CITY: DARIEN STATE: CT ZIP: 06820 ISSUER: 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 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 4 1 a4.xml 4 X0303 4 2009-11-13 0 0001408100 Kennedy-Wilson Holdings, Inc. PAX 0001408092 Minella David A. 9701 WILSHIRE BLVD., SUITE 700 BEVERLY HILLS CA 90210 1 1 0 0 Chief Executive Officer Common Stock 2009-11-13 4 P 0 250000 9.92 A 3521753 I See Footnotes Common Stock 2009-11-13 4 J 0 186335 0 D 3335418 I See Footnotes Common Stock 2009-11-13 4 D 0 2514032 0 D 821386 I See Footnotes Sponsors' Warrants 12.50 2009-11-12 4 J 0 300000 0 D 2009-11-13 2013-11-13 Common Stock, par value $0.0001 per share 300000 2850000 I See Footnotes Sponsors' Warrants 12.5 2009-11-16 4 D 0 139259 0.55 D 2009-11-13 2013-11-13 Common Stock, par value $0.0001 per share 139259 2710741 I See Footnotes Flat Ridge Investments LLC ("Flat Ridge") directly and beneficially owns all of the reported Common Stock. David A. Minella, the Managing Member of Flat Ridge Flat Ridge, disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that David A. Minella is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Pursuant to the Agreement, dated as of November 12, 2009, by and among Prospect Acquisition Corp. (now Kennedy-Wilson Holdings, Inc.) (the "Issuer"), Malibu Partners LLC, The Malibu Companies, LLC, Broad Beach Partners LLC and Kenneth J. Abdalla, on November 13, 2009, Flat Ridge transferred 186,335 shares of Common Stock and 300,000 of Sponsors' Warrants (as defined below) to The Malibu Companies, LLC. Pursuant to the Forfeiture Agreement, dated as of September 8, 2009, by and among the Issuer, De Guardiola Advisors, Inc., De Guardiola Holdings, Inc., Flat Ridge Investments LLC, LLM Structured Equity Fund L.P., LLM Investors L.P., CMS Platinum Fund, L.P., SJC Capital LLC, Michael P. Castine, Daniel Gressel, Michael Downey, James J. Cahill, John Merchant and Kennedy-Wilson, Inc., as amended by Amendment No. 1 to the Forfeiture Agreement, dated as of October 22, 2009, the Issuer's initial stockholders, including Flat Ridge, agreed to forfeit shares of common stock to the Issuer. Sponsors' warrants (the "Sponsors' Warrants") are identical to the warrants offered by the Issuer in its initial public offering (the "IPO"), except for those differences set forth in the final prospectus relating to the IPO (the "Prospectus") effective as of November 14, 2007. The Sponsors' Warrants were amended pursuant to the Registration Statement on Form S-4 that became effective October 28, 2009 and the approval of the Warrant Amendment proposal at the special meeting of warrantholders on November 13, 2009, so that the exercise price of the Sponsors' Warrants is $12.50, the redemption trigger price is $19.50 and the expiration date is November 14, 2013. In accordance with the terms of the Warrant Amendment, a prorata portion of the Sponsors' Warrants were cashed out for $0.55 in cash per warrant. /s/ David A. Minella 2009-11-16 -----END PRIVACY-ENHANCED MESSAGE-----