SC 13D 1 tm2229809d1_sc13d.htm SC 13D

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Kennedy-Wilson Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

489398107

(CUSIP Number)

Peter Clarke

President and Chief Operating Officer

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, Ontario, Canada, M5J 2N7

Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- With a copy to -

Jason R. Lehner

Sean J. Skiffington

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

November 2, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. Prem Watsa

	2	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canadian

Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power

		8	Shared Voting Power 26,365,487

		9	Sole Dispositive Power

		10	Shared Dispositive Power 26,365,487

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,365,487

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 17.5%

	14	Type of Reporting Person IN

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 810 Holdco Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 26,365,487

			9	Sole Dispositive Power

			10	Shared Dispositive Power 26,365,487

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,365,487

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 17.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 1109 Holdco Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 26,365,487

			9	Sole Dispositive Power

			10	Shared Dispositive Power 26,365,487

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,365,487

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 17.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Sixty Two Investment Company Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization British Columbia

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 26,365,487

			9	Sole Dispositive Power

			10	Shared Dispositive Power 26,365,487

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,365,487

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 17.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 12002574 Canada Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 26,365,487

			9	Sole Dispositive Power

			10	Shared Dispositive Power 26,365,487

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,365,487

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 17.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax Financial Holdings Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 26,365,487

			9	Sole Dispositive Power

			10	Shared Dispositive Power 26,365,487

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,365,487

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 17.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL Group Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 19,844,612

			9	Sole Dispositive Power

			10	Shared Dispositive Power 19,844,612

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 19,844,612

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 13.2%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax (US) Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 14,664,874

			9	Sole Dispositive Power

			10	Shared Dispositive Power 14,664,874

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 14,664,874

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 9.7%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 1,918,869

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,918,869

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,918,869

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.3%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Insurance Holdings Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 1,918,869

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,918,869

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,918,869

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.3%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Syndicates Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 200,000

			9	Sole Dispositive Power

			10	Shared Dispositive Power 200,000

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.1%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Reinsurance (Bermuda) Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 1,718,869

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,718,869

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,718,869

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.1%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey US Holdings Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 7,996,395

			9	Sole Dispositive Power

			10	Shared Dispositive Power 7,996,395

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,996,395

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 5.3%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Group Holdings, Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 7,996,395

			9	Sole Dispositive Power

			10	Shared Dispositive Power 7,996,395

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,996,395

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 5.3%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Reinsurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 7,671,304

			9	Sole Dispositive Power

			10	Shared Dispositive Power 7,671,304

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,671,304

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 5.1%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE HOLDINGS UK LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization ENGLAND AND WALES

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 565,218

			9	Sole Dispositive Power

			10	Shared Dispositive Power 565,218

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 565,218

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE CORPORATE NAME LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization ENGLAND and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 434,783

			9	Sole Dispositive Power

			10	Shared Dispositive Power 434,783

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 434,783

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.3%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE INSURANCE COMPANY LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization ENGLAND AND WALES

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 130,435

			9	Sole Dispositive Power

			10	Shared Dispositive Power 130,435

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 130,435

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.1%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRUM & FORSTER HOLDINGS CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 2,173,914

			9	Sole Dispositive Power

			10	Shared Dispositive Power 2,173,914

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,914

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 2,173,914

			9	Sole Dispositive Power

			10	Shared Dispositive Power 2,173,914

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,173,914

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 1.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE NORTH RIVER INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization NEW JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 1,086,957

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,086,957

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,086,957

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.7%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Zenith National Insurance Corp.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 362,370

			9	Sole Dispositive Power

			10	Shared Dispositive Power 362,370

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 362,370

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Zenith Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 362,370

			9	Sole Dispositive Power

			10	Shared Dispositive Power 362,370

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 362,370

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Resolution Group Reinsurance (Barbados) Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Barbados

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 4,132,195

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,132,195

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,132,195

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 2.7%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE FINANCIAL COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 3,260,869

			9	Sole Dispositive Power

			10	Shared Dispositive Power 3,260,869

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,260,869

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 2.2%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. Unlimited Liability Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization British Columbia

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings, Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings I, Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company, Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (Ireland) Ltd

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (U.S.) Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization New Hampshire

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 6,062,193

			9	Sole Dispositive Power

			10	Shared Dispositive Power 6,062,193

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,062,193

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) AW Underwriters Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 1,264,040

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,264,040

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,264,040

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.8%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Specialty Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 1,264,040

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,264,040

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,264,040

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.8%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Surplus Lines Insurance Company

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Arkansas

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 664,940

			9	Sole Dispositive Power

			10	Shared Dispositive Power 664,940

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 664,940

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company (U.S.) Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power

			8	Shared Voting Power 996,104

			9	Sole Dispositive Power

			10	Shared Dispositive Power 996,104

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 996,104

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 0.7%

	14	Type of Reporting Person CO

Item 1. Security and Issuer.

The class of securities to which this statement relates is the Common Stock, $0.0001 par value (“Shares”), of Kennedy-Wilson Holdings, Inc. (“Kennedy-Wilson”). The address of the principal executive offices of Kennedy-Wilson is 151 S El Camino Drive, Beverly Hills, CA 90212.

Item 2.

Identity and Background.

This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

V. Prem Watsa, an individual, is a citizen of Canada, and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

The Second 810 Holdco Ltd. (“810 Holdco”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. 810 Holdco is an investment holding company. The principal business and principal office address of 810 Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

The Second 1109 Holdco Ltd. (“Holdco”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Holdco is an investment holding company. The principal business and principal office address of Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. Sixty Two is an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L2;

12002574 Canada Inc. (“12002574”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. 12002574 is an investment holding company. The principal business and principal office address of 12002574 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

Fairfax Financial Holdings Limited (“Fairfax”) is a corporation incorporated under the laws of Canada. Fairfax is a holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. FFHL is a holding company. The principal business and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Fairfax US is a holding company. The principal business and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

Brit Limited (“Brit”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit is a holding company. The principal business and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

10.

Brit Insurance Holdings Limited (“Brit Insurance”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Insurance is a holding company. The principal business and principal office address of Brit Insurance is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

11.

Brit Syndicates Limited (“Brit Syndicates”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business of Brit Syndicates is insurance. The principal business and principal office address of Brit Syndicates is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

12.

Brit Reinsurance (Bermuda) Limited (“Brit Reinsurance”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. The principal business of Brit Reinsurance is reinsurance. The principal business and principal office address of Brit Reinsurance is Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11;

13.

Odyssey US Holdings Inc. (“Odyssey”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Odyssey is a holding company. The principal business and principal office address of Odyssey is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

14.

Odyssey Group Holdings, Inc. (“Odyssey Group”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. Odyssey Group is a holding company. The principal business and principal office address of Odyssey Group is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

15.

Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a subsidiary of Fairfax. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

16.

Newline Holdings UK Limited (“Newline UK”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Newline UK is a holding company. The principal business and principal office address of Newline UK is 1 Fen Court, London, England, EC3M 5BN;

17.

Newline Corporate Name Limited (“Newline”), a corporation incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Newline is a Corporate Member of Lloyd’s (and the sole capital provider to Newline Syndicate 1218 at Lloyd’s). The principal business and principal office address of Newline is 1 Fen Court, London, England, EC3M 5BN;

18.

Newline Insurance Company Limited (“Newline Insurance”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business address and principal office address of Newline Insurance is 1 Fen Court, London, England, EC3M 5BN;

19.

Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Crum & Forster is a holding company. The principal business and principal office address of Crum & Forster is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

20.

United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. The principal business of US Fire is insurance. The principal business and principal office address of US Fire is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

21.

The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey, USA, 07962;

22.

Zenith National Insurance Corp. (“ZNIC”), a corporation incorporated under the laws of Delaware, is wholly owned subsidiary of Fairfax. ZNIC is a holding company. The principal business and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California, USA, 91367-5021;

23.

Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California, is a wholly owned subsidiary of Fairfax. The principal business of Zenith is workers’ compensation insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California, USA, 91367-5021;

24.

Resolution Group Reinsurance (Barbados) Limited (“Resolution”), a corporation incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. The principal business of Resolution is reinsurance. The principal business and principal office address of Resolution is #12 Pine Commercial, The Pine, St. Michael, Barbados, BB11103;

25.

Northbridge Financial Corporation (“Northbridge Financial”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business address and principal office address of Northbridge Financial is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9;

26.

1102952 B.C. Unlimited Liability Company (“1102952”), a corporation incorporated under the laws of British Columbia, is a wholly owned subsidiary of Fairfax. 1102952 is a holding company. The principal business and principal office address of 1102952 is 1600 - 925 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3L2;

27.

Allied World Assurance Company Holdings, Ltd (“Allied Holdings Bermuda”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Holdings Bermuda is a holding company. The principal business and principal office address of Allied Holdings Bermuda is 27 Richmond Road, Pembroke, Bermuda;

28.

Allied World Assurance Company Holdings I, Ltd (“Allied Holdings I Ltd”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Holdings I Ltd is a holding company. The principal business and principal office address of Allied Holdings I Ltd is 27 Richmond Road, Pembroke, Bermuda, HM 08;

29.

Allied World Assurance Company, Ltd (“Allied Assurance”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. The principal business of Allied Assurance is insurance. The principal business and principal office address of Allied Assurance is 27 Richmond Road, Pembroke, Bermuda, HM 08;

30.

Allied World Assurance Holdings (Ireland) Ltd (“Allied Ireland”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Ireland is a holding company. The principal business and principal office address of Allied Ireland is 27 Richmond Road, Pembroke, Bermuda, HM 08;

31.

Allied World Assurance Holdings (U.S.) Inc. (“Allied U.S.”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. Allied U.S. is a holding company. The principal business and principal office address of Allied U.S. is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

32.

Allied World Insurance Company (“Allied Insurance”), a corporation incorporated under the laws of New Hampshire, is a subsidiary of Fairfax. The principal business of Allied Insurance is insurance. The principal business and principal office address of Allied Insurance is 10 Ferry Street, Suite 313, Concord, New Hampshire, USA, 03301;

33.

AW Underwriters Inc. (“AW”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business AW is as an insurance agency. The principal business and principal office address of AW is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808;

34.

Allied World Specialty Insurance Company (“Allied Specialty”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of Allied Specialty is insurance. The principal business and principal office address of Allied Specialty is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808;

35.

Allied World Surplus Lines Insurance Company (“Allied Lines”), a corporation incorporated under the laws of Arkansas, is a subsidiary of Fairfax. The principal business of Allied Lines is insurance. The principal business and principal office address of Allied Lines is 425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas, USA, 72201-3525; and

36.

Allied World Assurance Company (U.S.) Inc. (“Allied Assurance U.S.”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of Allied Assurance U.S. is insurance. The principal business and principal office address of Allied Assurance U.S. is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808.

Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 810 Holdco, Holdco, Sixty Two, 12002574, Fairfax, FFHL, Fairfax US, Brit, Brit Insurance, Brit Syndicates, Brit Reinsurance, Odyssey, Odyssey Group, Odyssey Reinsurance, Newline UK, Newline, Newline Insurance, Crum & Forster, United States Fire, North River, ZNIC, Zenith, Resolution, Northbridge Financial, 1102952, Allied Holdings Bermuda, Allied Holdings I Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Allied Lines or Allied Assurance U.S. that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH or II as the case may be, and such Annexes are incorporated herein by reference.

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The source of funds for the purchase of the Shares beneficially owned by the Reporting Persons, including the Warrants (as defined herein) which are exercisable for Shares, was cash on hand from existing investment portfolios.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Shares, including the Warrants which are exercisable for Shares, for investment purposes. One or more entities affiliated with Fairfax, including one or more of the Reporting Persons, may determine to purchase additional securities of Kennedy-Wilson in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Shares or other securities of Kennedy-Wilson, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. The Reporting Persons have no present intention to effect any of the transactions specified in Item 4 of Schedule 13D.

Item 5.

Interest in the Securities of the Issuer.

(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

The calculation of Fairfax beneficial ownership includes 458,682 Shares over which Fairfax exercises investment discretion, but which are subject to the Asset Value Loan Notes as described in Item 6 of this Schedule 13D.

The percentage of the Shares beneficially owned by each of the Reporting Persons was calculated based on 150,834,246 Shares deemed to be issued and outstanding as of August 5, 2022 (and assuming conversion of all of the Warrants held by the Reporting Persons into Shares).

(b) The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH or II beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Riverstone Transaction and Asset Value Loan Notes

On August 23, 2021, Fairfax completed its previously announced transaction (the “RiverStone Transaction”) with CVC Strategic Opportunities Fund II (“CVC”) to sell all of its interests in RiverStone Europe to CVC. Certain subsidiaries of RiverStone Europe are record owners of 458,682 shares of common stock in the capital of the Issuer (the “RiverStone Shares”). As described below, Fairfax and its affiliates also remain the continuous beneficial owners of the RiverStone Shares, and retain pecuniary interest in the RiverStone Shares, through and following completion of the RiverStone Transaction.

In connection with the RiverStone Transaction, Fairfax entered into Asset Value Loan Notes (“AVLNs”) with the current holders of the RiverStone Shares (the “Payees”) for purposes of assurance of the value of the RiverStone Shares until such time as such RiverStone Shares are transferred to be directly owned by Fairfax or its affiliates or sold at the direction of Hamblin Watsa Investment Counsel Ltd., a wholly owned subsidiary of Fairfax, (such transfer or sale, the “AVLN Transfer”). During the term of the AVLNs, Fairfax (through Hamblin Watsa Investment Counsel Ltd.) will have operational control and direction over the RiverStone Shares (other than the right to grant any encumbrance over the RiverStone Shares), including having sole control over all voting and related matters involving the RiverStone Shares, other than where the exercise of such right could reasonably be expected, in the opinion of the Payee, to result in liability, regulatory breach or material reputational damage.

The AVLN is structured to provide that the Payee will receive a specified price for the RiverStone Shares upon the AVLN Transfer, which will occur no later than December 31, 2022. The specified price to be paid to the Payee upon the AVLN Transfer will be calculated as the market value of the RiverStone Shares as of December 31, 2019 plus interest on such amount to the date of the AVLN Transfer at an annualized rate of 3% (compounding annually), less any distributions retained by the Payee in respect of the RiverStone Shares, plus any applicable costs of the Payee related to the AVLN Transfer. Any amounts received in excess of that specified price will be for the benefit of Fairfax. The timing of the AVLN Transfer may depend on a number of factors, including market conditions and the timing of transactions with respect to other securities subject to other AVLNs between Fairfax and the Payee.

The forgoing description of the AVLN does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is filed herewith as Exhibit 99.4 and incorporated herein by reference.

4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase

On February 23, 2022, Kennedy-Wilson entered into a 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the “Securities Purchase Agreement”) with certain of the Reporting Persons pursuant to which Kennedy-Wilson agreed to sell to such Reporting Persons, and such Reporting Persons agreed to purchase from Kennedy-Wilson, subject to customary closing conditions: (i) 300,000 shares (the “Purchased Preferred Shares”) of Kennedy-Wilson's 4.75% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”); and (ii) 13,043,478 warrants (the “Warrants,” and together with the Purchased Preferred Shares, the “Purchased Securities”) to purchase Shares with an initial exercise price of $23.00 per Warrant, for an aggregate purchase price for the Purchased Securities of $300,000,000. The transaction closed on March 8, 2022.

Certificate of Designations Establishing the 4.75% Series B Cumulative Perpetual Preferred Stock

The powers, designations, preferences and other rights of the shares of Series B Preferred Stock are set forth in the Certificate of Designations establishing the Series B Preferred Stock (the “Certificate of Designations”) as filed by Kennedy-Wilson.

Holders of Series B Preferred Stock are entitled to receive cumulative cash dividends, payable quarterly on the $1,000 per share liquidation preference of the Series B Preferred Stock, at a rate of 4.75% per annum, when, as and if declared by Kennedy-Wilson’s Board of Directors out of assets legally available for the payment of such dividends. At any time, Kennedy-Wilson has the right, at its option, to redeem the Series B Preferred Stock, in whole or in part, for cash. In connection with any redemption, the redemption price will equal $1,000 per share of Series B Preferred Stock to be redeemed, plus accrued and unpaid dividends. Holders of Warrants and Series B Preferred Stock have the right to exercise their Warrants by extinguishing their Series B Preferred Stock at a price of $1,000 per share, plus accrued and unpaid dividends, and apply this payment to reduce the aggregate exercise price of the holders’ Warrants subject to certain restrictions. The holders of Series B Preferred Stock are entitled to vote with the holders of Shares as a single class only to the extent such holders are the holders of Warrants in accordance with the Warrant Agreement (described below) subject to certain limitations. In addition, if dividends on any shares of Series B Preferred Stock are declared and paid, on a cumulative basis, for the equivalent of four or more dividend periods, whether or not consecutive then, subject to certain limitations, the size of Kennedy-Wilson’s Board of Directors will automatically be increased by two and the holders of Series B Preferred Stock (in certain cases, voting together with the holders of any other series of preferred stock having similar voting rights) will be entitled to vote for the election of the two additional directors. Consent of two-thirds of the holders of the outstanding Series B Preferred Stock is required for certain changes to the governing documents of Kennedy-Wilson subject to certain restrictions.

Warrant Agreement

The terms of the Warrants are set forth in a Warrant Agreement which was entered into by and among Kennedy-Wilson and certain of the Reporting Persons (together with their permitted assigns, the “Warrant Holders”) on March 8, 2022 (the “Warrant Agreement”). Each Warrant is initially exercisable for one (1) Share at an exercise price per Warrant of $23.00. Warrants may be exercised by the holder thereof on or before the date that is the seventh anniversary of the issue date of the Warrants. Holders of the Warrants are not able to transfer, pledge or otherwise dispose of any Warrant or any beneficial or other interest therein to another person who is not a permitted transferee under the Warrant Agreement without Kennedy-Wilson’s prior written consent. Subject to certain restrictions, Warrant Holders may exercise their Warrants by (i) paying the exercise price (x) in cash or (y) by the extinguishment shares of Series B Preferred Stock held by such Warrant holder in accordance with the Certificate of Designation; or (ii) cashless exercise.

Registration Rights Agreement

On March 8, 2022, Kennedy-Wilson entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with certain of the Reporting Persons pursuant to which Kennedy-Wilson, upon sixty (60) days’ notice from the holders of the Purchased Securities, will use its reasonable efforts to (i) file with the SEC a registration statement on Form S-3 covering the resale of (a) shares of Series B Preferred Stock that have not been redeemed by Kennedy-Wilson (the “Registrable Preferred Securities”) and (b) Shares issued or issuable upon valid exercise of the Warrants (the “Registrable Common Securities,” and together with the Registrable Preferred Securities, the “Registrable Securities”) and (ii) cause such registration statement to be declared effective within such sixty (60)-day period. Additionally, subject to certain conditions, the Registration Rights Agreement grants each holder or group of holders holding at least a majority of the Registrable Common Securities or the Registrable Preferred Securities certain rights to demand an underwritten offering of some or all of their Registrable Securities or to request the inclusion of some or all of their Registrable Common Securities in an offering of Shares being effected by Kennedy-Wilson for itself.

The foregoing summaries of the Securities Purchase Agreement, Certificate of Designations, Warrant Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such documents, copies of which is filed herewith as Exhibits 99.5, 99.6, 99.7 and 99.8, respectively, and incorporated herein by reference.

Wade Burton elected to Board of Directors

On November 2, 2022, the Board of Directors of Kennedy-Wilson elected Mr. Wade Burton as a director, effective November 2, 2022. Mr. Burton will serve as a member of the class of directors whose term will expire at the 2025 annual meeting of stockholders of Kennedy-Wilson. Mr. Burton is the Senior Managing Director, President and Chief Investment Officer of Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax, and currently serves as a member of Fairfax’s Executive Committee.

Item 7.

Material to be Filed as Exhibits.

The following are filed herewith as exhibits:

Ex. 99.1:		Joint filing agreement, dated as of November 8, 2022, between V. Prem Watsa, The Second 810 Holdco Ltd., The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, 12002574 Canada Inc., Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Brit Limited, Brit Insurance Holdings Limited, Brit Syndicates Limited, Brit Reinsurance (Bermuda) Limited, Brit UW Limited, Odyssey US Holdings Inc., Odyssey Group Holdings, Inc., Odyssey Reinsurance Company, Zenith National Insurance Corp., Zenith Insurance Company, Resolution Group Reinsurance (Barbados) Limited, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company Holdings I, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Allied World Surplus Lines Insurance Company and Allied World Assurance Company (U.S.) Inc.

Ex. 99.2:		Power of attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020 in respect of the Shares of Kennedy-Wilson).

Ex. 99.3:		Power of attorney, dated April 27, 2021 (incorporated by reference to Exhibit 4 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021 in respect of the Shares of Kennedy-Wilson).

Ex. 99.4:		Form of Asset Value Loan Note Agreement among Fairfax, as Promisor, and applicable Riverstone Europe Company, as Payee, and Hamblin Watsa Investment Counsel Ltd. (incorporated by reference to Exhibit 4 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on August 25, 2021 in respect of the Shares of Kennedy-Wilson).

Ex. 99.5:		Securities Purchase Agreement, dated February 23, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Kennedy-Wilson with the SEC on February 23, 2022).

Ex. 99.6:		Form of Certificate of Designations Establishing the 4.75% Series B Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Kennedy-Wilson with the SEC on February 23, 2022).

Ex. 99.7:		Form of Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Kennedy-Wilson with the SEC on February 23, 2022).

Ex. 99.8:		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Kennedy-Wilson with the SEC on February 23, 2022).

SIGNATURE

SEC Form SC 13D filed by Kennedy-Wilson Holdings Inc.