4//SEC Filing
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 4
Accession 0000947871-23-000687
$FRFHFCIK 0001408100other
Filed
Jun 19, 8:00 PM ET
Accepted
Jun 20, 4:33 PM ET
Size
15.8 KB
Accession
0000947871-23-000687
Insider Transaction Report
Form 4
1109519 ONTARIO LTD
10% Owner
Transactions
- Purchase
Warrants
2023-06-16+12,338,062→ 12,338,062 total(indirect: See Footnote)→ Common Stock (12,338,062 underlying) - Purchase
6.00% Series C Cumulative Perpetual Preferred Stock
2023-06-16+200,000→ 200,000 total(indirect: See Footnote)
Holdings
- 13,322,009(indirect: See Footnote)
Common Stock
SIXTY TWO INVESTMENT CO LTD
10% Owner
Transactions
- Purchase
6.00% Series C Cumulative Perpetual Preferred Stock
2023-06-16+200,000→ 200,000 total(indirect: See Footnote) - Purchase
Warrants
2023-06-16+12,338,062→ 12,338,062 total(indirect: See Footnote)→ Common Stock (12,338,062 underlying)
Holdings
- 13,322,009(indirect: See Footnote)
Common Stock
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
10% Owner
Transactions
- Purchase
Warrants
2023-06-16+12,338,062→ 12,338,062 total(indirect: See Footnote)→ Common Stock (12,338,062 underlying) - Purchase
6.00% Series C Cumulative Perpetual Preferred Stock
2023-06-16+200,000→ 200,000 total(indirect: See Footnote)
Holdings
- 13,322,009(indirect: See Footnote)
Common Stock
WATSA V PREM ET AL
10% Owner
Transactions
- Purchase
6.00% Series C Cumulative Perpetual Preferred Stock
2023-06-16+200,000→ 200,000 total(indirect: See Footnote) - Purchase
Warrants
2023-06-16+12,338,062→ 12,338,062 total(indirect: See Footnote)→ Common Stock (12,338,062 underlying)
Holdings
- 13,322,009(indirect: See Footnote)
Common Stock
Footnotes (4)
- [F1]On June 16, 2023, wholly-owned subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), purchased 200,000 shares of the Issuer's 6.00% Series C Cumulative Perpetual Preferred Stock ("Preferred Stock") and warrants (the "Warrants") to purchase 12,338,062 shares of the common stock of the Issuer, for an aggregate purchase price of $200,000,000.
- [F2]The Warrants may be exercised at any time, in whole or in part, for seven years from the date of issuance at an exercise price per Warrant of $16.21, subject to anti-dilution adjustment. Upon exercise of any Warrants, the holder of such Warrants has the right to reduce the cash amount to be paid with respect to the exercise price of the Warrant on a dollar-for-dollar basis by requiring the Issuer to instead extinguish shares of Preferred Stock held by such holder (using a value of $1,000 per share of Preferred Stock plus accrued and unpaid dividends) equal to up to the aggregate exercise price for such exercised Warrants.
- [F3]Holders of Preferred Stock are entitled to receive cumulative cash dividends from the Issuer, payable quarterly on the $1,000 per share liquidation preference of the Preferred Stock, at a rate of 6.00% per annum. The Preferred Stock has no expiration date but may be redeemed at any time by the Issuer, at its option, in whole or in part, for cash.
- [F4]These securities are held by subsidiaries of Fairfax. Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Documents
Issuer
Kennedy-Wilson Holdings, Inc.
CIK 0001408100
Entity typeother
IncorporatedCanada (Federal Level)
Related Parties
1- filerCIK 0000915191
Filing Metadata
- Form type
- 4
- Filed
- Jun 19, 8:00 PM ET
- Accepted
- Jun 20, 4:33 PM ET
- Size
- 15.8 KB