Form SCHEDULE 13D/A Kennedy-Wilson Holdings, Filed by: MCMORROW WILLIAM J
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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KENNEDY-WILSON HOLDINGS, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
William J. McMorrow 151 S. El Camino Drive, Beverly Hills, CA, 90212 (310) 887-6400 Gordon S. Moodie Debevoise & Plimpton LLP, 66 Hudson Blvd E New York, NY, 10001 (212) 909-6946 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/16/2026 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“Act”) 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
William J. McMorrow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
William J. McMorrow Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
KENNEDY-WILSON HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
151 S. El Camino Drive, Beverly Hills,
CALIFORNIA
, 90212. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") is being filed with the Securities and Exchange Commission (the "SEC") on behalf of William J. McMorrow ("McMorrow") and the William J. McMorrow Revocable Trust (the "Trust", and, together with McMorrow, the "Reporting Persons") relating to shares of common stock, par value $0.0001 per share ("Common Stock") of Kennedy-Wilson Holdings, Inc., a Delaware corporation (the "Company" or "Issuer"). This Amendment amends and supplements the Schedule 13D filed by McMorrow with the SEC on December 4, 2009, as amended by Amendment No. 1 to Schedule 13D filed by McMorrow with the SEC on January 21, 2011, as amended by Amendment No. 2 to Schedule 13D filed by McMorrow with the SEC on December 4, 2025, as amended by Amendment No. 3 to Schedule 13D filed by McMorrow with the SEC on February 17, 2026 and as amended by Amendment No. 4 to the Schedule 13D filed by McMorrow with the SEC on March 17, 2026 (as so amended, the "Existing Schedules 13D"). Capitalized terms used in this Amendment No. 5 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedules 13D. Except as specifically amended hereby, items in the Existing Schedules 13D remain unmodified. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Existing Schedule 13D is hereby amended and supplemented to incorporated by reference the information set forth in Item 4 below. | ||
| Item 4. | Purpose of Transaction | |
The disclosure in Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following:
On June 16, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among Kennedy-Wilson Holdings, Inc., a Delaware corporation (the "Issuer"), Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), was consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding immediately prior to the Effective Time (other than Rollover Shares, Cancelled Shares and Dissenting Shares, each as defined in the Merger Agreement) was converted into the right to receive $10.90 per share in cash, without interest (the "Merger Consideration").
Pursuant to the rollover agreement (the "Rollover Agreement") entered into by McMorrow and the Trust with Parent, immediately prior to the Effective Time, all shares of Common Stock subject to the Rollover Agreement (the "Rollover Shares") held by McMorrow and the Trust were contributed to Parent (or its designee) in exchange for limited liability company units or other equity securities of Parent or its affiliates. All other shares of Common Stock beneficially owned by the Reporting Persons were converted into the right to receive the Merger Consideration at the Effective Time.
Following the consummation of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock. Each of the Reporting Persons retains an indirect equity interest in the surviving corporation through its ownership of limited liability company units of Parent. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Existing Schedule 13D is hereby amended and restated in its entirety to read as follows:
The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock are incorporated by reference herein. | |
| (b) | The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the Reporting Persons has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference. | |
| (c) | Other than as described elsewhere in this Schedule 13D (including the information in Item 3 which is incorporated herein by reference), the Reporting Persons have effected no transactions in shares of Common Stock during the last sixty (60) days. | |
| (d) | Not applicable. | |
| (e) | On June 16, 2026, after the consummation of the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Item 6 of this Schedule 13D is hereby amended and restated to incorporate by reference the Information set forth in Item 4 of this Amendment No. 5.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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