Fairfax Financial Holdings Ltd's Form 4 filing
Kennedy-Wilson Holdings, Inc. (KW) · filed Mar 8, 2022
- Accession no.
- 0000947871-22-000334
- Filed
- Mar 8, 2022, 4:22 PM ET
- Trade date
- Mar 8, 2022
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 1 non-derivative transaction and 1 derivative transaction. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Fairfax Financial Holdings LtdCIK 0000915191 | 10% Owner |
| Watsa V Prem Et AlCIK 0000938869 | 10% Owner |
| Sixty Two Investment Co LtdCIK 0001217251 | 10% Owner |
| Second 1109 Holdco Ltd.CIK 0001275993 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On March 8, 2022, wholly-owned subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), purchased 300,000 shares of the Issuer's 4.75% Series B Cumulative Perpetual Preferred Stock ("Preferred Stock") and warrants (the "Warrants") to purchase 13,043,078 shares of the common stock of the Issuer, for an aggregate purchase price of $300,000,000.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- 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 $23.00, 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- 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 4.75% 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.
Referenced by the price of 1 transaction in Table I.