Kennedy-Wilson Holdings Inc
A real estate investment and management company based in Beverly Hills, California, that owns and operates apartments, residential buildings, and shopping centers across the United States, the United Kingdom, Ireland, and Japan. It was founded in 1977 by two Los Angeles real estate brokers, and their surnames give the company its name, growing from a small brokerage into one of the world's largest private property investors.
Global real estate investment company focused on acquiring, developing, and managing diversified real estate portfolios
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act.
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Eldridge Industries, LLC | 13D/AActivist | 0% | 0 | Jun 18, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. | ||||
| Boehly Todd L | 13D/AActivist | 0% | 0 | Jun 18, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. | ||||
| Security Benefit Life Insurance Company | 13D/AActivist | 0% | 0 | Jun 18, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. | ||||
| Dust Bowl Capital, LLC | 13D/AActivist | 0% | 0 | Jun 18, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Agreement and Plan of Merger, dated February 16, 2026, as amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on June 16, 2026, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving corporation, collectively owned, directly or indirectly, by Parent and certain Rollover Stockholders (as defined in the Merger Agreement). At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time, with limited exceptions, ceased to exist and was converted automatically into the right to receive $10.90 in cash per Share, without interest (the "Merger Consideration"). Also at the Effective Time, each RSU subject to service-based vesting conditions granted pursuant to the Issuer's Second Amended and Restated 2009 Equity Participation Plan that was outstanding as of immediately prior to the Effective Time, with limited exceptions, automatically vested in full, to the extent unvested, and was cancelled and converted into the right to receive the Merger Consideration for each RSU, plus any accrued unpaid dividend equivalents thereon. Mr. Boehly received the Merger Consideration in exchange for the 61,532 Shares and 18,568 RSUs that he held immediately prior to the Effective Time. In addition, each share of Series A Preferred Stock held by Dust Bowl and Security Benefit Life immediately prior to the Effective Time was redeemed by the Issuer immediately prior to the closing of the Merger, at a redemption price of $1,000 per share of Series A Preferred Stock, plus accrued and unpaid dividends, in accordance with the Certificate of Designations (the "Redemption Price"). Dust Bowl received the Redemption Price in exchange for 260,000 shares of Series A Preferred Stock, and Security Benefit Life received the Redemption Price in exchange for 40,000 shares of Series A Preferred Stock, held immediately prior to the closing of the Merger. Immediately prior to the Effective Time, each member of the Issuer's board of directors, including Mr. Boehly, resigned from and ceased serving on the Issuer's board of directors. As a result of the Merger, the Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. | ||||
| V. PREM WATSA | 13D/AActivist | 0% | 0 | Jun 16, 2026 |
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| THE SECOND 810 HOLDCO LTD | 13D/AActivist | 0% | 0 | Jun 16, 2026 |
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| THE SECOND 1109 HOLDCO LTD. | 13D/AActivist | 0% | 0 | Jun 16, 2026 |
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| THE SIXTY TWO INVESTMENT COMPANY LIMITED | 13D/AActivist | 0% | 0 | Jun 16, 2026 |
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| FAIRFAX FINANCIAL HOLDINGS LIMITED | 13D/AActivist | 0% | 0 | Jun 16, 2026 |
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| FFHL GROUP LTD. | 13D/AActivist | 0% | 0 | Jun 16, 2026 |
Item 4 of the Existing Schedule 13D is hereby supplemented and amended to add the following information: On June 16, 2026, the Reporting Persons and Kennedy-Wilson completed the transactions contemplated by the Merger Agreement, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub. Pursuant to the Merger Agreement, on June 16, 2026, Merger Sub merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the Surviving Corporation. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than cancelled Shares, Rollover Shares and Shares held by stockholders who validly demanded appraisal rights) was converted into the right to receive $10.90 in cash per share, without interest. In addition, prior to or at the Effective Time, the Warrants held by the Reporting Persons were cancelled for no consideration. Upon effectiveness of the Form 25 filed with the SEC by Kennedy-Wilson to effect the delisting of the Shares from the New York Stock Exchange and the deregistration of such Shares under Section 12(b) of the Exchange Act, Kennedy-Wilson intends to file a Form 15 with the SEC, requesting the termination of registration of the Shares and the suspension of Kennedy-Wilson's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This Amendment No. 7 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||