Edgar Filing: MOUTON KENT Y

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOUTON KENT Y

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)
General Counsel

(Last)

(First)

(Middle)

C/O 151 S. EL CAMINO DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2017

(Street)

BEVERLY HILLS, CA 90212

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/20/2017		A		2,473 ⁽¹⁾	A	$ 0 ⁽²⁾	443,913	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOUTON KENT Y C/O 151 S. EL CAMINO DRIVE BEVERLY HILLS, CA 90212	X		General Counsel

Signatures

/s/ Kent Mouton		10/20/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of common stock of Kennedy-Wilson Holdings, Inc. ("KWH") issued following the accelerated vesting of 8,947 restricted stock units ("RSUs") of Kennedy Wilson Europe Real Estate plc ("KWE") owned by the reporting person and the conversion of the underlying KWE ordinary shares, of which 4,669 KWE ordinary shares were withheld to satisfy tax withholding obligations, together with an additional 2,139 KWE ordinary shares held by the reporting person to shares of KWH common stock pursuant to the Transaction (as defined in footnote 2).
(2)	On October 20, 2017, KWH completed its acquisition of all of the outstanding shares (other than shares owned by KWH or its subsidiaries or held in treasury) of KWE by way of a scheme of arrangement effected under Article 125 of the Companies (Jersey) Law 1991 (the "Transaction"). In connection with the Transaction, on October 13, 2017, each unvested KWE RSU held by the reporting person vested and was converted into a KWE ordinary share which was exchanged, at the effective time of the Transaction, for (i) 0.3854 of a share of KWH common stock, (ii) 300 pence in cash paid by KWH and (iii) 250 pence in cash, to be paid by KWE as a special distribution shortly following the effective time of the Transaction.

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