SEC Form SC 13D/A filed by Kennedy-Wilson Holdings Inc. (Amendment)

6/20/23 4:01:28 PM ET

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SC 13D/A 1 tm2319048d1_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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

June 16, 2023

(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)		¨
		(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). ¨

	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 31,320,470

			9		Sole Dispositive Power

			10		Shared Dispositive Power 31,320,470

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470

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

	13	Percent of Class Represented by Amount in Row (11) 19.9%

	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)		¨
		(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). ¨

	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 31,320,470

			9		Sole Dispositive Power

			10		Shared Dispositive Power 31,320,470

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470

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

	13	Percent of Class Represented by Amount in Row (11) 19.9%

	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)		¨
		(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). ¨

	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 31,320,470

			9		Sole Dispositive Power

			10		Shared Dispositive Power 31,320,470

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470

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

	13	Percent of Class Represented by Amount in Row (11) 19.9%

	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)		¨
		(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). ¨

	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 31,320,470

			9		Sole Dispositive Power

			10		Shared Dispositive Power 31,320,470

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470

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

	13	Percent of Class Represented by Amount in Row (11) 19.9%

	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)		¨
		(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). ¨

	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 31,320,470

			9		Sole Dispositive Power

			10		Shared Dispositive Power 31,320,470

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470

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

	13	Percent of Class Represented by Amount in Row (11) 19.9%

	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)		¨
		(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). ¨

	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 31,320,470

			9		Sole Dispositive Power

			10		Shared Dispositive Power 31,320,470

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470

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

	13	Percent of Class Represented by Amount in Row (11) 19.9%

	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)		¨
		(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). ¨

	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 28,789,707

			9		Sole Dispositive Power

			10		Shared Dispositive Power 28,789,707

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 28,789,707

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

	13	Percent of Class Represented by Amount in Row (11) 18.3%

	14	Type of Reporting Person CO

CUSIP No. 489398107

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

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 21,142,357

			9		Sole Dispositive Power

			10		Shared Dispositive Power 21,142,357

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 21,142,357

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

	13	Percent of Class Represented by Amount in Row (11) 13.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (BARBADOS) INTERNATIONAL CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 616,903

			9		Sole Dispositive Power

			10		Shared Dispositive Power 616,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903

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

	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) WENTWORTH INSURANCE COMPANY LTD.

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 616,903

			9		Sole Dispositive Power

			10		Shared Dispositive Power 616,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903

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

	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) BRIT LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 3,152,675

			9		Sole Dispositive Power

			10		Shared Dispositive Power 3,152,675

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,152,675

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

	13	Percent of Class Represented by Amount in Row (11) 2.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

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

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 3,152,675

			9		Sole Dispositive Power

			10		Shared Dispositive Power 3,152,675

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,152,675

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

	13	Percent of Class Represented by Amount in Row (11) 2.0%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT SYNDICATES LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 ¨

	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)		¨
		(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). ¨

	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 2,952,675

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,952,675

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,952,675

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

	13	Percent of Class Represented by Amount in Row (11) 1.9%

	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)		¨
		(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). ¨

	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 11,697,814

			9		Sole Dispositive Power

			10		Shared Dispositive Power 11,697,814

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,697,814

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

	13	Percent of Class Represented by Amount in Row (11) 7.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY GROUP HOLDINGS, INC.

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 11,697,814

			9		Sole Dispositive Power

			10		Shared Dispositive Power 11,697,814

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,697,814

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

	13	Percent of Class Represented by Amount in Row (11) 7.4%

	14	Type of Reporting Person CO

CUSIP No. 489398107

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

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 11,569,848

			9		Sole Dispositive Power

			10		Shared Dispositive Power 11,569,848

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,848

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

	13	Percent of Class Represented by Amount in Row (11) 7.4%

	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 HOLDINGS UK LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 1,058,741

			9		Sole Dispositive Power

			10		Shared Dispositive Power 1,058,741

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,058,741

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

	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) NEWLINE CORPORATE NAME LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 804,925

			9		Sole Dispositive Power

			10		Shared Dispositive Power 804,925

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 804,925

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

	13	Percent of Class Represented by Amount in Row (11) 0.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

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

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 253,816

			9		Sole Dispositive Power

			10		Shared Dispositive Power 253,816

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 253,816

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

	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) CRUM & FORSTER HOLDINGS CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 4,641,526

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,641,526

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,641,526

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

	13	Percent of Class Represented by Amount in Row (11) 2.9%

	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)		¨
		(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). ¨

	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 4,641,526

			9		Sole Dispositive Power

			10		Shared Dispositive Power 4,641,526

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,641,526

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

	13	Percent of Class Represented by Amount in Row (11) 2.9%

	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)		¨
		(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). ¨

	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 2,320,763

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,320,763

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,320,763

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

	13	Percent of Class Represented by Amount in Row (11) 1.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH NATIONAL INSURANCE CORP.

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 670,822

			9		Sole Dispositive Power

			10		Shared Dispositive Power 670,822

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 670,822

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

	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) ZENITH INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 670,822

			9		Sole Dispositive Power

			10		Shared Dispositive Power 670,822

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 670,822

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

	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) RESOLUTION GROUP REINSURANCE (BARBADOS) LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 ¨

	13	Percent of Class Represented by Amount in Row (11) 2.6%

	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 GENERAL INSURANCE CORPORATION

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 616,903

			9		Sole Dispositive Power

			10		Shared Dispositive Power 616,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903

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

	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) NORTHBRIDGE FINANCIAL CORPORATION

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 3,877,772

			9		Sole Dispositive Power

			10		Shared Dispositive Power 3,877,772

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,772

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

	13	Percent of Class Represented by Amount in Row (11) 2.5%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. UNLIMITED LIABILITY COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 8,838,257

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,838,257

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257

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

	13	Percent of Class Represented by Amount in Row (11) 5.6%

	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)		¨
		(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). ¨

	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 8,838,257

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,838,257

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257

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

	13	Percent of Class Represented by Amount in Row (11) 5.6%

	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 (EUROPE) DAC

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	6	Citizenship or Place of Organization IRELAND

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

			8		Shared Voting Power 616,903

			9		Sole Dispositive Power

			10		Shared Dispositive Power 616,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903

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

	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 HOLDINGS I, LTD

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 8,838,257

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,838,257

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257

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

	13	Percent of Class Represented by Amount in Row (11) 5.6%

	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)		¨
		(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). ¨

	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 8,838,257

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,838,257

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257

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

	13	Percent of Class Represented by Amount in Row (11) 5.6%

	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)		¨
		(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). ¨

	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 8,838,257

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,838,257

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257

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

	13	Percent of Class Represented by Amount in Row (11) 5.6%

	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)		¨
		(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). ¨

	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 8,221,354

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,221,354

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,221,354

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

	13	Percent of Class Represented by Amount in Row (11) 5.2%

	14	Type of Reporting Person CO

CUSIP No. 489398107

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

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 8,221,354

			9		Sole Dispositive Power

			10		Shared Dispositive Power 8,221,354

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,221,354

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

	13	Percent of Class Represented by Amount in Row (11) 5.2%

	14	Type of Reporting Person CO

CUSIP No. 489398107

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

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 2,189,395

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,189,395

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,189,395

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

	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) ALLIED WORLD SPECIALTY INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 2,189,395

			9		Sole Dispositive Power

			10		Shared Dispositive Power 2,189,395

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,189,395

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

	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) ALLIED WORLD SURPLUS LINES INSURANCE COMPANY

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 ¨

	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)		¨
		(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). ¨

	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 ¨

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person CO

CUSIP No. 489398107

	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC REINSURANCE LIMITED

	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(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). ¨

	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 616,903

			9		Sole Dispositive Power

			10		Shared Dispositive Power 616,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903

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

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

	14	Type of Reporting Person CO

Explanatory note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on November 2, 2023 (as amended and supplemented prior to the date hereof, the “Original Schedule 13D” and, as amended and supplemented by this Amendment No. 2, the “Schedule 13D”). 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.

This Amendment No. 2 is filed in connection Fairfax entering into an amendment to the New Securities Purchase Agreement (as defined below) and closing its transaction with Kennedy-Wilson for the purchase of (i) 200,000 shares of Kennedy-Wilson's to-be-designated 6.00% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”); and (ii) 12,338,062 warrants (collectively, the “New Purchased Securities”) (as described below).

The following amendments to Items 2, 5, 6 and 7 of the Original Schedule 13D are hereby made:

Item 2.

Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

“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;

Fairfax (Barbados) International Corp. (“Fairfax Barbados”), a corporation incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. Fairfax Barbados is an investment holding company. The principal business and principal office address of Fairfax Barbados is #12 Pine Commercial Centre, The Pine, St. Michael, Barbados, BB11103;

10.

Wentworth Insurance Company Ltd. (“Wentworth”), a corporation incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. The principal business of Wentworth is reinsurance. The principal business and principal office address of Wentworth is #12 Pine Commercial Centre, The Pine, St. Michael, Barbados, BB11103;

11.

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;

12.

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;

13.

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;

14.

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;

15.

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;

16.

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;

17.

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;

18.

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;

19.

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;

20.

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;

21.

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;

22.

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;

23.

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;

24.

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;

25.

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;

26.

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;

27.

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;

28.

Northbridge General Insurance Corporation ("NGIC"), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of NGIC is property and casualty insurance. The principal business and principal office address of NGIC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

29.

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;

30.

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;

31.

Allied World Assurance Company (Europe) dac (“Allied Europe”), a corporation incorporated under the laws of Ireland, is a subsidiary of Fairfax. The principal business of Allied Europe is insurance. The principal business and principal office address of Allied Europe is 3rd Floor, Georges Quay Plaza, Georges Quay, Dublin 2, Ireland;

32.

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;

33.

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;

34.

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;

35.

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;

36.

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;

37.

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;

38.

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;

39.

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;

40.

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; and

41.

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

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, Fairfax Barbados, Wentworth, 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, NGIC, 1102952, Allied Holdings Bermuda, Allied Europe, Allied Holdings I Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Allied Lines, Allied Assurance U.S. or CRC that it is the beneficial owner of Shares referred to herein for purposes of Section 13(d) or 13(g) of 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, II, JJ, KK, LL, MM and NN 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 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 5.

Interest in the Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

“(a)         Based on the most recent information available, the aggregate number and percentage of 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 Shares beneficially owned by each of the Reporting Persons was calculated based on 157,389,298 Shares deemed to be outstanding pursuant to Rule 13d-3, comprised of 139,390,837 Shares reported by Kennedy-Wilson to be issued and outstanding as of May 2, 2023 and 17,998,461 Shares underlying warrants and beneficially owned by the Reporting Persons.

(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, II, JJ, KK, LL, MM and NN 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.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:

“Amendment No. 1 to 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement

On June 16, 2023, Kennedy-Wilson entered into an amendment to the New Securities Purchase Agreement with the Purchasers to rank the 6.00% Series C Preferred Stock junior to Kennedy-Wilson’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (“Series A Preferred Stock”) and 4.75% Series B Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”) with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up.”

The text appearing under the following headings in Item 6 of the Original Schedule 13D are hereby amended and restated in their entirety to read as follows:

“Certificate of Designations Establishing the 6.00% Series C Cumulative Perpetual Preferred Stock

The powers, designations, preferences and other rights of the shares of Series C Preferred Stock are set forth in the Certificate of Designations establishing the Series C Preferred Stock (the “Series C Certificate of Designations”) filed by Kennedy-Wilson with the Secretary of State of the State of Delaware on June 15, 2023.

The Series C Preferred Stock will rank junior to Kennedy-Wilson’s Series A Preferred Stock and Series B Preferred Stock, and senior, with respect to dividend and distribution rights and rights upon Kennedy-Wilson’s liquidation, dissolution or winding up, to Shares, and each other class or series of capital stock Kennedy-Wilson may issue in the future the terms of which do not expressly provide that it ranks on parity with or senior to the Series C Preferred Stock as to dividend and distribution rights and rights upon Kennedy-Wilson’s liquidation, dissolution or winding-up (Shares and such other capital stock, “Junior Securities”). If Kennedy-Wilson voluntarily or involuntarily liquidates, dissolves or winds up, then, subject to the rights of any indebtedness or senior-ranking securities, the holders of each share of Series C Preferred Stock will be entitled to receive liquidating distributions in an amount equal to the $1,000 per share, plus all accrued and unpaid dividends on such share to, and including, the date of such liquidation, out of assets legally available for distribution to Kennedy-Wilson’s stockholders, before any distribution of assets is made to the holders of Shares or any other Junior Securities. After payment of the full amount of such liquidating distributions, holders of the Series C Preferred Stock will not be entitled to any further participation in any distribution of assets by, and will have no right or claim to any remaining assets of, Kennedy-Wilson.

Holders of Series C Preferred Stock are entitled to receive cumulative cash dividends, payable quarterly on the $1,000 per share liquidation preference of the Series C Preferred Stock, at a rate of 6.00% 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 will have the right, at its option, to redeem the Series C 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 C Preferred Stock to be redeemed, plus accrued and unpaid dividends. Holders of New Warrants and Series C Preferred Stock will have the right to exercise their New Warrants by extinguishing their Series C 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’ New Warrants subject to certain restrictions.

If Kennedy-Wilson executes and delivers an agreement whose performance would result in a change-of-control event that constitutes a “Fundamental Change” under the Series C Certificate of Designations, Kennedy-Wilson will, to the extent it has funds legally available to do so, and subject to certain limitations, be required to redeem the Series C Preferred Stock for cash at a redemption price equal to $1,000 per share of Series C Preferred Stock to be repurchased, plus accrued and unpaid dividends.

At any time that a holder of New Warrants (as defined above) exercises such New Warrants in accordance with the New Warrant Agreement (as defined below) such holder will have the right, at its option, to require Kennedy-Wilson to extinguish a number of shares of Series C Preferred Stock held by such holder, valued at a price equal to $1,000 per share of Series C Preferred Stock to be extinguished, plus accrued and unpaid dividends (the “Setoff Price”), that is no greater than the aggregate exercise price for such exercised New Warrants. Pursuant to the New Warrant Agreement, the Setoff Price for the Series C Preferred Stock to be extinguished will be applied to reduce (in whole or in part) the amount payable in respect of the aggregate exercise price for such exercised New Warrants. Upon such holder’s exercise of the foregoing extinguishment right with respect to any shares of Series C Preferred Stock, Kennedy-Wilson will extinguish and cancel such shares of Series C Preferred Stock.

The holders of Series C Preferred Stock will be entitled to vote with the holders of Shares as a single class only to the extent such holders are the holders of New Warrants in accordance with the New Warrant Agreement, assuming, for these purposes, that such holders owned Shares that would be issuable upon a non-cashless exercise of their New Warrants; provided, however, that prior to obtaining the “Requisite Stockholder Approval” (as defined in the Series C Certificate of Designations), such holders will not have the right to vote to the extent, and only to the extent, that such right to vote would result in such holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such holder, having voting power in excess of nineteen and nine tenths percent (19.9%) of the then-outstanding shares of Kennedy-Wilson’s common stock. So long as any shares of Series C Preferred Stock are outstanding, the consent of holders of at least two-thirds of the outstanding Series C Preferred Stock (in certain circumstances, voting together with the holder of any other preferred stock having similar voting rights) will be required for the following events, subject to certain limitations: (1) the amendment of Kennedy-Wilson’s certificate of incorporation or the Series C Certificate of Designations to authorize or create, or increase the authorized amount of, any shares of any class or series of Kennedy-Wilson’s capital stock that ranks on parity with or senior to the Series C Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of Kennedy-Wilson; (2) any amendment, alteration or repeal of any provision of Kennedy-Wilson’s certificate of incorporation or the Series C Certificate of Designations so as to adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock; and (3) certain binding share exchanges or reclassifications involving the Series C Preferred Stock, or certain mergers or consolidations of Kennedy-Wilson with another entity (unless, in the case of this clause (3), either (x) the Series C Preferred Stock remains outstanding following the relevant transaction or is exchanged for substantially similar preference securities of the surviving entity or (y) such exchange, reclassification, merger or consolidation would constitute a “Fundamental Change” under the Series C Certificate of Designations where Kennedy-Wilson is required to redeem all outstanding shares of Series C Preferred Stock).

In addition, if dividends on any shares of Series C Preferred Stock are not declared and paid, on a cumulative basis, for the equivalent of four or more dividend periods, whether or not consecutive (a “Nonpayment Event”), 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 C 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 (the “Preferred Stock Directors”). However, it will be a condition for the election for any such Preferred Stock Director that the election of such director will not cause Kennedy-Wilson to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange or automated quotation system on which Kennedy-Wilson’s securities may then be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. If and when all accrued and unpaid dividends in respect of all prior completed dividend periods have been paid in full, or declared and a sum sufficient for such payment has been set aside, on the Series C Preferred Stock (and any other series of preferred stock having similar voting rights) for two consecutive dividend periods after the relevant Nonpayment Event, then the term of the Preferred Stock Directors will immediately end and the holders of the Series C Preferred Stock will immediately be divested of the foregoing voting rights, until and unless a subsequent Nonpayment Event occurs. If a Nonpayment Event occurs and the Preferred Stock Directors are unable to take office because doing so would cause the size of Kennedy-Wilson’s board of directors to exceed limitations set forth in its Certificate of Incorporation, then the dividend rate on the Series C Preferred Stock will be increased to 8.00% per annum until the earlier of (x) the time when the Preferred Stock Directors take office; and (y) all accrued and unpaid dividends in respect of all prior completed dividend periods have been paid in full, or declared and a sum sufficient for such payment has have been set aside, on the Series C Preferred Stock (and any other series of preferred stock having similar voting rights) for two consecutive dividend periods after such Nonpayment Event.

The foregoing description of the Series C Certificate of Designations is not complete and is subject to, and qualified in its entirety by, the full text of the Series C Certificate of Designations, a copy of which is filed herewith as Exhibit 99.10 and incorporated herein by reference, and, where applicable, the full text of the form of New Warrant Agreement together with the form of New Warrant attached thereto, a copy of which is filed as Exhibit 99.11.

New Warrant Agreement

The terms of the New Warrants are set forth in a New Warrant Agreement entered into by and among Kennedy-Wilson and the Purchasers (together with their permitted assigns, the “New Warrant Holders”) on the Closing Date (the “New Warrant Agreement”). Each New Warrant will initially be exercisable for one (1) Share at an exercise price per New Warrant of $16.21. New Warrants may be exercised by the holder thereof on or before the date that is the seventh anniversary of the issue date of the New Warrants. Holders of the New Warrants are not able to transfer, pledge or otherwise dispose of any New Warrant or any beneficial or other interest therein to another person who is not a permitted transferee under the New Warrant Agreement without Kennedy-Wilson’s prior written consent. Subject to certain restrictions, New Warrant Holders will be able to exercise their New Warrants by (i) paying the exercise price (x) in cash or (y) by the extinguishment shares of Series C Preferred Stock held by such New Warrant holder in accordance with its Certificate of Designation; or (ii) cashless exercise.

Upon the exercise of any New Warrant, Kennedy-Wilson will settle such exercise by delivering the requisite number of Shares, together with cash in lieu of fractional shares, if any; provided, however, that prior to obtaining the “Requisite Stockholder Approval” (as defined in the New Warrant Agreement), no Shares will be issued or delivered upon exercise of any New Warrant of any holder, and no New Warrant of any holder will be exercisable, in each case to the extent, and only to the extent, that such issuance, delivery, exercise or exercisability would result in such holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such holder, beneficially owning in excess of nineteen and nine tenths percent (19.9%) of the then-outstanding Shares or the voting power thereof. The exercise price and number of Shares for which each New Warrant is exercisable is subject to adjustment pursuant to customary anti-dilution adjustment provisions.

The foregoing description of the New Warrant Agreement entered into by Kennedy-Wilson and the Purchasers as of the Closing Date is not complete and is subject to, and qualified in its entirety by, the full text of the form of New Warrant Agreement together with the form of New Warrant attached thereto, a copy of which is filed herewith as Exhibit 99.12 and incorporated herein by reference, and, where applicable, the full text of the form of the Series C Certificate of Designations, a copy of which is filed herewith as Exhibit 99.10 and incorporated herein by reference.”

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition or substitution, as applicable, of the following exhibits:

Ex. 99.1

Joint filing agreement, dated as of June 20, 2023, 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., Fairfax Barbados, Wentworth, 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, Northbridge Financial, NGIC, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied Europe, 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, Allied World Assurance Company (U.S.) Inc. and CRC.

Ex. 99.10:

Series C Certificate of Designations Establishing the 6.00% Series C Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Kennedy-Wilson with the SEC on June 16, 2023).

Ex. 99.11:

Form of New Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Kennedy-Wilson with the SEC on June 5, 2023).

SIGNATURE