SEC FORM 4

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^*

GUARDIAN LIFE INSURANCE CO OF AMERICA

(Last)

(First)

(Middle)

7 HANOVER SQUARE, 23B

(Street)

NEW YORK

10004

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001	07/26/2010		S		1,000,000	D	$10⁽¹⁾	1,000,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
7% Convertible Subordinated Note due November 3, 2018	$9.86	07/26/2010		S⁽²⁾			$30,000,000	11/13/2009	05/03/2017	Common Stock	3,042,466	$32,550,000⁽²⁾	0	D
Call Options (obligations to sell)	$10⁽¹⁾	07/26/2010		S			10	07/26/2010	08/16/2010⁽¹⁾	Common Stock	1,000,000	$0⁽¹⁾	10	D

Explanation of Responses:

1. In connection with the sale of the Convertible Note (described below in footnote 2), on July 26, 2010, the reporting person and the issuer entered into a binding letter agreement by which the issuer agreed to purchase, and the reporting person agreed to sell, 1,000,000 of the issuer's securities, on a date to be selected by the issuer (the "Closing Date"), which Closing Date must occur on or before August 16, 2010. The purchase price for such shares will be the greater of $10.00 per share and the closing sale price per share of the common stock on the trading day immediately preceding the Closing Date (the "Purchase Price"). The issuer also has the option to purchase from the reporting person up to an additional 1,000,000 shares of common stock on the Closing Date at the Purchase Price. Such option to purchase may be exercised in increments of no less than 100,000 shares of common stock.

2. On July 26, 2010 Kennedy-Wilson, Inc., a wholly owned subsidiary of the issuer, purchased from the reporting person the 7% Convertible Subordinated Note due November 3, 2018 (the "Note") for $32,550,000 plus all accrued and unpaid interest on the outstanding principal amount. The outstanding principal balance and the accrued but unpaid interest on the Note were convertible into shares of the issuer's common stock at a conversion price of $9.86 per share, at any time. Prior to the sale, the Note was convertible into 3,042,466 shares of the issuer's common stock.

	/s/ Kevin Carey	07/28/2010
	** 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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