SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* LANDERS PATRICK J (Last) (First) (Middle) 9701 WILSHIRE BLVD., SUITE 700 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Kennedy-Wilson Holdings, Inc. [ PAX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/19/2007		D	225,827(1)	D	$0.0001	1,505,514	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Sponsors' Warrants(4)	$7.5	11/20/2007		P	1,680,000		(5)	(6)	Common Stock	1,680,000	$1	1,680,000	I	See footnote(7)

Explanation of Responses:

1. On December 19, 2007, the Board of Directors of Prospect Acquisition Corp. (now Kennedy-Wilson Holdings, Inc.) (the "Issuer") authorized the company to repurchase an aggregate 937,500 shares of its common stock from the initial stockholders, for a price of $0.0001 per share.

2. Patrick J. Landers does not own any shares of common stock of the Issuer. At the time of the transactions referenced in footnote 1 above, Structured Equity Fund was the beneficial owner of 1,475,404 shares of common stock and LLM Investors was the beneficial owner of 30,110 shares of common stock. Patrick J. Landers owns a 50% membership interest in LM Capital Group LLC ("LM Capital Group"). LM Capital Group owns a 75% membership interest in LLM Capital Partners LLC ("LLM Capital Partners"). LLM Capital Partners is the sole member of LLM Advisors LLC ("LLM Advisors"), which is the general partner of LLM Advisors L.P. LLM Advisors makes investment decisions through an investment committee on behalf of LLM Advisors L.P., which is the general partner of LLM Structured Equity Fund L.P. and LLM Investors L.P.. Patrick J. Landers is a member of the investment committee of LLM Advisors.

3. Patrick J. Landers disclaims beneficial ownership of the Common Stock Shares and common stock warrants except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Patrick J. Landers is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. 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"). In addition, the Sponsors' Warrants generally are not transferable, assignable or saleable until 30 days after the completion of the Issuer's initial business combination, except to certain permitted transferees, and shall expire worthless if the Issuer does not complete an initial business combination within 24 months after the date of the Prospectus.

5. The Sponsors' Warrants become exercisable on the later of the completion of the Issuer's initial business combination and 15 months from the date of the Prospectus, provided that the Sponsors' Warrants can not be exercised while subject to the transfer restrictions described above.

6. The Sponsors' Warrants expire five years from the date of the Prospectus or earlier upon redemption or liquidation of the Issuer.

7. Patrick J. Landers does not own any common stock warrants directly. LLM Structured Equity Fund L.P. is the beneficial owner of a warrant to purchase 1,646,400 shares of common stock and LLM Investors L.P. if the beneficial owner of a warrant to purchase 33,600 shares of common stock. Patrick J. Landers disclaims beneficial ownership of the warrants to purchase shares of common stock except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Patrick J. Landers is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Patrick J. Landers	11/16/2009
	** Signature of Reporting Person	Date
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