SEC Form 4 · accession 0001408100-17-000131
Kennedy-Wilson Holdings, Inc. · KW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Ricks
Officer — PRES,CEO KENNEDY WILSON EUROPE
Period of report
Oct 20, 2017
Accepted (ET)
Oct 20, 2017 · 6:20 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408100
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 20, 2017 | A | 83,991 | $0.00 | A | 1,631,683 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of Kennedy-Wilson Holdings, Inc. ("KWH") issued following the accelerated vesting of 79,489 restricted stock units ("RSUs") of Kennedy Wilson Europe Real Estate plc ("KWE") owned by the reporting person and the conversion of the underlying KWE ordinary shares, of which 41,477 KWE ordinary shares were withheld to satisfy tax withholding obligations, together with an additional 179,922 KWE ordinary shares held by the reporting person to shares of KWH common stock pursuant to the Transaction (as defined in footnote 2).
- F2On October 20, 2017, KWH completed its acquisition of all of the outstanding shares (other than shares owned by KWH or its subsidiaries or held in treasury) of KWE by way of a scheme of arrangement effected under Article 125 of the Companies (Jersey) Law 1991 (the "Transaction"). In connection with the Transaction, on October 13, 2017, each unvested KWE RSU held by the reporting person vested and was converted into a KWE ordinary share which was exchanged, at the effective time of the Transaction, for (i) 0.3854 of a share of KWH common stock, (ii) 300 pence in cash paid by KWH and (iii) 250 pence in cash, to be paid by KWE as a special distribution shortly following the effective time of the Transaction.