Form 8.3 - Kennedy-Wilson Holdings, Inc.

LONDON--()--

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:   Alan S. Parsow, the Sole Manager of Parsow Management, LLC, the General Partner of Elkhorn Partners Limited Partnership
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

Elkhorn Partners Limited Partnership
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Kennedy-Wilson Holdings, Inc.
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: N/A
(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

April 25, 2017
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

Yes. Kennedy Wilson Europe Real Estate PLC

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:   Common Stock

 

Interests   Short positions
  Number   % Number   %
(1) Relevant securities owned and/or controlled: 3,995,500 3.48    
(2) Cash-settled derivatives:        
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:     3,300 0.00

TOTAL:

3,995,500 3.48 3,300 0.00

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit
Common Stock Purchase 1,000 20.75 (USD)

(b) Cash-settled derivative transactions

Class of relevant security Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit
Common Stock Put Selling 700 22.50 (USD) American 9/15/17 2.28 (USD)

(ii) Exercise

Class of relevant security Product description

e.g. call option

Exercising/ exercised against Number of securities Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealing

e.g. subscription, conversion

Details Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None.

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

None.

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure:   5/4/17
Contact name: Alan S. Parsow
Telephone number: (402) 289-3217

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure:   Alan S. Parsow, the Sole Manager of Parsow Management, LLC, the General Partner of Elkhorn Partners Limited Partnership
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: Kennedy-Wilson Holdings, Inc.

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security   Product description e.g. call option   Written or purchased   Number of securities to which option or derivative relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date
Common Stock Put Sold 700 22.50 (USD) American 9/15/17
Common Stock Put Sold 1,800 22.50 (USD) American 9/15/17
Common Stock Put Sold 800 22.50 (USD) American 6/16/17

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

 

None.

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Short Name: Elkhorn Partners
Category Code: RET
Sequence Number: 582846
Time of Receipt (offset from UTC): 20170504T174439+0100

Contacts

Elkhorn Partners

Contacts

Elkhorn Partners