4//SEC Filing
Minella David A. 4
Accession 0001104659-09-065353
CIK 0001408100other
Filed
Nov 15, 7:00 PM ET
Accepted
Nov 16, 9:50 PM ET
Size
15.7 KB
Accession
0001104659-09-065353
Insider Transaction Report
Form 4
Minella David A.
DirectorChief Executive Officer10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-11-13−2,514,032→ 821,386 total(indirect: See Footnotes) - Purchase
Common Stock
2009-11-13$9.92/sh+250,000$2,480,000→ 3,521,753 total(indirect: See Footnotes) - Other
Sponsors' Warrants
2009-11-12−300,000→ 2,850,000 total(indirect: See Footnotes)Exercise: $12.50From: 2009-11-13Exp: 2013-11-13→ Common Stock, par value $0.0001 per share (300,000 underlying) - Disposition to Issuer
Sponsors' Warrants
2009-11-16$0.55/sh−139,259$76,592→ 2,710,741 total(indirect: See Footnotes)Exercise: $12.50From: 2009-11-13Exp: 2013-11-13→ Common Stock, par value $0.0001 per share (139,259 underlying) - Other
Common Stock
2009-11-13−186,335→ 3,335,418 total(indirect: See Footnotes)
Footnotes (5)
- [F1]Flat Ridge Investments LLC ("Flat Ridge") directly and beneficially owns all of the reported Common Stock. David A. Minella, the Managing Member of Flat Ridge Flat Ridge, disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that David A. Minella is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F2]Pursuant to the Agreement, dated as of November 12, 2009, by and among Prospect Acquisition Corp. (now Kennedy-Wilson Holdings, Inc.) (the "Issuer"), Malibu Partners LLC, The Malibu Companies, LLC, Broad Beach Partners LLC and Kenneth J. Abdalla, on November 13, 2009, Flat Ridge transferred 186,335 shares of Common Stock and 300,000 of Sponsors' Warrants (as defined below) to The Malibu Companies, LLC.
- [F3]Pursuant to the Forfeiture Agreement, dated as of September 8, 2009, by and among 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 Flat Ridge, agreed to forfeit shares of common stock to the Issuer.
- [F4]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.
- [F5]In accordance with the terms of the Warrant Amendment, a prorata 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 0001408092
Filing Metadata
- Form type
- 4
- Filed
- Nov 15, 7:00 PM ET
- Accepted
- Nov 16, 9:50 PM ET
- Size
- 15.7 KB