SCHEDULE 13D
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CUSIP No: 489398107
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Todd L. Boehly
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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12,000,000
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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12,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13D
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CUSIP No: 489398107
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Eldridge Industries, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | ||
(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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12,000,000
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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12,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, OO
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SCHEDULE 13D
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CUSIP No: 489398107
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Security Benefit Life Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | ||
(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Kansas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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12,000,000
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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12,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IC
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SCHEDULE 13D
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CUSIP No: 489398107
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Quinton Heights, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | ||
(b)
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☐
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Kansas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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||||
8
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SHARED VOTING POWER
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12,000,000
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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||
12,000,000
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|
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|||
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|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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12,000,000
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
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|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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|||
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|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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SCHEDULE 13D
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Page 6 of 10 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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(a-c, f) |
This Statement is being filed by each of the following persons (collectively, the “Reporting Persons”):
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i. |
Todd L. Boehly, a citizen of the United States of America (“Mr. Boehly”);
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ii. |
Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”);
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iii. |
Security Benefit Life Insurance Company, a Kansas insurance company (“Security Benefit Life”); and
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iv. |
Quinton Heights, LLC, a Kansas limited liability company (“Quinton Heights”).
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SCHEDULE 13D
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Page 7 of 10 Pages
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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SCHEDULE 13D
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Page 8 of 10 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit A: |
Joint Filing Agreement
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Exhibit B: |
5.75% Series A Cumulative Perpetual Convertible Preferred Stock Purchase Agreement, dated as of October 17, 2019, among Quinton Heights, LLC, Security Benefit Life Insurance Company and Kennedy-Wilson Holdings, Inc. (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by Kennedy-Wilson Holdings, Inc. on October 18, 2019).
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Exhibit C: |
Form of Registration Rights Agreement, dated November 7, 2019, among Quinton Heights, LLC, Security Benefit Life Insurance Company and Kennedy-Wilson Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by
Kennedy-Wilson Holdings, Inc. on October 18, 2019).
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SCHEDULE 13D
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Page 9 of 10 Pages
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Exhibit D: |
Form of Certificate of Designation establishing the 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Kennedy-Wilson Holdings, Inc. on October 18, 2019).
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Exhibit E: |
Certain Information About the Executive Officers and Directors of Security Benefit Life Insurance Company
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SCHEDULE 13D
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Page 10 of 10 Pages
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/s/ Todd L. Boehly
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|||
Todd L. Boehly
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Eldridge Industries, LLC
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By:
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/s/ Todd L. Boehly |
Name:
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Todd L. Boehly | ||
Title:
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Authorized Signatory |
Security Benefit Life Insurance Company
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By:
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/s/ Joseph Wittrock |
Name:
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Joseph Wittrock | ||
Title:
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Chief Investment Officer |
Quinton Heights, LLC
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By:
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/s/ Todd L. Boehly |
Name:
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Todd L. Boehly | ||
Title:
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Authorized Signatory |
/s/ Todd L. Boehly
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Todd L. Boehly
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Eldridge Industries, LLC
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By:
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/s/ Todd L. Boehly |
Name:
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Todd L. Boehly | ||
Title:
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Authorized Signatory | ||
Security Benefit Life Insurance Company
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By:
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/s/ Joseph Wittrock |
Name:
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Joseph Wittrock | ||
Title:
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Chief Investment Officer |
Quinton Heights, LLC
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By:
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/s/ Todd L. Boehly |
Name:
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Todd L. Boehly | ||
Title:
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Authorized Signatory |
Name
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Principal occupation or employment
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Business Address
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Michael Kiley – CEO and Director (Chairman)
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CEO of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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Barry Ward – CFO, Chief Risk Officer and Director
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CFO and Chief Risk Officer of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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John Guyot – General Counsel
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General Counsel of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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Roger Offermann – Chief Actuary and Director
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Chief Actuary of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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Joseph Wittrock – Chief Investment Officer and Director
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Chief Investment Officer of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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Douglas Wolff – President and Director
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President of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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Anne Trebino – Senior Vice President
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Senior Vice President of Security Benefit Life and related companies
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One Security Benefit Place, Topeka, KS 66636
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