|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 7% Convertible Subordinated Note due November 3, 2018 | $ 9.86 | 07/26/2010 | S(2) | $ 30,000,000 | 11/13/2009 | 05/03/2017 | Common Stock | 3,042,466 | $ 32,550,000 (2) | 0 | D | ||||
| Call Options (obligations to sell) | $ 10 (1) | 07/26/2010 | S | 10 | 07/26/2010 | 08/16/2010(1) | Common Stock | 1,000,000 | $ 0 (1) | 10 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GUARDIAN LIFE INSURANCE CO OF AMERICA 7 HANOVER SQUARE, 23B NEW YORK, NY 10004 |
X | |||
| /s/ Kevin Carey | 07/28/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In connection with the sale of the Convertible Note (described below in footnote 2), on July 26, 2010, the reporting person and the issuer entered into a binding letter agreement by which the issuer agreed to purchase, and the reporting person agreed to sell, 1,000,000 of the issuer's securities, on a date to be selected by the issuer (the "Closing Date"), which Closing Date must occur on or before August 16, 2010. The purchase price for such shares will be the greater of $10.00 per share and the closing sale price per share of the common stock on the trading day immediately preceding the Closing Date (the "Purchase Price"). The issuer also has the option to purchase from the reporting person up to an additional 1,000,000 shares of common stock on the Closing Date at the Purchase Price. Such option to purchase may be exercised in increments of no less than 100,000 shares of common stock. |
| (2) | On July 26, 2010 Kennedy-Wilson, Inc., a wholly owned subsidiary of the issuer, purchased from the reporting person the 7% Convertible Subordinated Note due November 3, 2018 (the "Note") for $32,550,000 plus all accrued and unpaid interest on the outstanding principal amount. The outstanding principal balance and the accrued but unpaid interest on the Note were convertible into shares of the issuer's common stock at a conversion price of $9.86 per share, at any time. Prior to the sale, the Note was convertible into 3,042,466 shares of the issuer's common stock. |