Kennedy-Wilson (KW) Form 4 Kennedy-Wilson / WILLIAM J MCMORROW ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCMORROW WILLIAM J

(Last) (First) (Middle)

C/O 151 S. EL CAMINO DRIVE

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kennedy-Wilson Holdings, Inc. [ KW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/20/2022		A		99,237(1)	A	$0	2,643,480	D
Common Stock	01/20/2022		A		214,279(2)	A	$0	2,857,759	D
Common Stock	01/21/2022		F		20,381(3)	D	$22.22	2,837,378	D
Common Stock	01/24/2022		F		46,855(3)	D	$22.06	2,790,523	D
Common Stock								8,949,517	I	By William J. McMorrow Revocable Trust
Common Stock								8,443	I	By John & Sons Retirement Trust
Common Stock								90,851	I	By wife
Common Stock								767,357	I	By son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 20, 2022, 99,237 shares of time-based restricted stock units were granted to the reporting person pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "equity plan"). These awards will vest in three equal annual installments beginning on the first anniversary of the grant date. Performance-based restricted stock units that were awarded on the same date will be reported by the reporting person as such units vest.

2. The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. The performance hurdles were satisfied at levels which resulted in the vesting of a total of 424,988 shares, of which 210,709 shares were withheld by the registrant to satisfy tax withholding obligations.

3. Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person.

Remarks:

	/s/ William J. McMorrow	01/24/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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