4//SEC Filing
LANDERS PATRICK J 4
Accession 0001104659-09-065351
CIK 0001408100other
Filed
Nov 15, 7:00 PM ET
Accepted
Nov 16, 9:49 PM ET
Size
22.2 KB
Accession
0001104659-09-065351
Insider Transaction Report
Form 4
LANDERS PATRICK J
DirectorPresident
Transactions
- Other
Common Stock
2009-11-13−80,447→ 439,421 total(indirect: See footnotes) - Other
Common Stock
2009-11-16$9.92/sh−9,258$91,839→ 406,172 total(indirect: See footnotes) - Disposition to Issuer
Sponsors' Warrants
2009-11-16$0.55/sh−74,271$40,849→ 1,416,814 total(indirect: See footnotes)Exercise: $12.50From: 2009-11-13Exp: 2013-11-13→ Common Stock, par value $0.0001 per share (74,271 underlying) - Other
Common Stock
2009-11-16$9.95/sh−23,991$238,710→ 415,430 total(indirect: See footnotes) - Purchase
Common Stock
2009-11-12$9.95/sh+114,400$1,138,280→ 1,619,914 total(indirect: See footnotes) - Purchase
Common Stock
2009-11-13$9.92/sh+44,145$437,918→ 1,664,059 total(indirect: See footnotes) - Disposition to Issuer
Common Stock
2009-11-13−1,144,191→ 519,868 total(indirect: See footnotes) - Other
Sponsors' Warrants
2009-11-12−160,000→ 1,520,000 total(indirect: See footnotes)Exercise: $12.50From: 2009-11-13Exp: 2013-11-13→ Common Stock, par value $0.0001 per share (160,000 underlying)
Footnotes (7)
- [F1]Patrick J. Landers does not own any shares of common stock of the Issuer (the "Common Stock Shares") directly. 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.
- [F2]Patrick J. Landers disclaims any beneficial ownership of the Common Stock Shares and Sponsors' Warrants (as defined below) 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.
- [F3]Pursuant to the Forfeiture Agreement, dated as of September 8, 2009, by and among Prospect Acquisition Corp. (now Kennedy-Wilson Holdings, Inc.) (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 LLM Structured Equity Fund L.P. and LLM Investors L.P. agreed to forfeit shares of common stock to the Issuer.
- [F4]Pursuant to the Agreement, dated as of November 12, 2009, by and among the Issuer, Malibu Partners LLC, The Malibu Companies, LLC, Broad Beach Partners LLC and Kenneth J. Abdalla, on November 13, 2009, LLM Structured Equity Fund L.P. and LLM Investors L.P. transferred 80,447 shares of Common Stock and 160,000 Sponsors' Warrants (as defined below) to The Malibu Companies, LLC.
- [F5]LLM Structured Equity Fund L.P. transferred to its affiliates 3,748 shares of Common Stock to LLM Investors L.P. and 23,991 shares of Common Stock to CMS Platinum Fund, L.P. at the November 12, 2009 price of $9.95 per share. LLM Structured Equity Fund L.P. also transferred to its affiliates, 1,446 shares of Common Stock to LLM Investors L.P. and 9,258 shares of Common Stock to CMS Platinum Fund, L.P. at the November 13, 2009 price of $9.92 per share.
- [F6]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.
- [F7]In accordance with the terms of the Warrant Amendment, a pro rata portion of the Sponsors Warrants were cashed out for $0.55 in cash per warrant.
Documents
Issuer
Kennedy-Wilson Holdings, Inc.
CIK 0001408100
Entity typeother
Related Parties
1- filerCIK 0001078687
Filing Metadata
- Form type
- 4
- Filed
- Nov 15, 7:00 PM ET
- Accepted
- Nov 16, 9:49 PM ET
- Size
- 22.2 KB