Minella David A. 5
5 · Kennedy-Wilson Holdings, Inc. · Filed Nov 16, 2009
Insider Transaction Report
Form 5
Minella David A.
DirectorChief Executive Officer10% Owner
Transactions
- Disposition to Issuer
Common Stock
2007-12-19$0.00/sh−490,763$49→ 3,271,753 total(indirect: See footnote) - Purchase
Sponsors' Warrants
2007-11-20$1.00/sh+3,150,000$3,150,000→ 3,150,000 total(indirect: See footnote)Exercise: $7.50→ Common Stock, par value $0.0001 per share (3,150,000 underlying)
Footnotes (5)
- [F1]On December 19, 2007, the Board of Directors of Prospect Acquisition Corp. (now Kennedy-Wilson Holdings, Inc.) (the "Issuer") authorized the company to repurchase an aggregate 937,500 shares of its common stock from the initial stockholders, for a price of $0.0001 per share.
- [F2]Flat Ridge Investments LLC ("Flat Ridge") directly and beneficially owns all of the reported Common Stock and Sponsors' Warrants (as defined below). David A. Minella, the Managing Member of 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.
- [F3]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"). In addition, the Sponsors' Warrants generally are not transferable, assignable or saleable until 30 days after the completion of the Issuer's initial business combination, except to certain permitted transferees, and shall expire worthless if the Issuer does not complete an initial business combination within 24 months after the date of the Prospectus.
- [F4]The Sponsors' Warrants become exercisable on the later of the completion of the Issuer's initial business combination and 15 months from the date of the Prospectus, provided that the Sponsors' Warrants can not be exercised while subject to the transfer restrictions described above.
- [F5]The Sponsors' Warrants expire five years from the date of the Prospectus or earlier upon redemption or liquidation of the Issuer.