SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2010
3. Issuer Name and Ticker or Trading Symbol
KENNEDY WILSON INC [ KW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (the ?Preferred Shares?) (1) (2) Common Stock, $0.0001 par value (?Common Shares?) 7,380,661(3) (3) I See Footnote(4)
1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WATSA V PREM ET AL

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
1109519 ONTARIO LTD

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SIXTY TWO INVESTMENT CO LTD

(Last) (First) (Middle)
1600 CATHEDRAL PLACE
925 WEST GEORGIA ST.

(Street)
VANCOUVER A1 V6C 3L3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
810679 ONTARIO LTD

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
UNITED STATES FIRE INSURANCE CO

(Last) (First) (Middle)
305 MADISON AVENUE

(Street)
MORRISTOWN NJ 07962

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NORTH RIVER INSURANCE CO

(Last) (First) (Middle)
305 MADISON AVENUE

(Street)
MORRISTOWN NJ 07962

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ODYSSEY AMERICA REINSURANCE CORP

(Last) (First) (Middle)
300 FIRST STAMFORD PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Preferred Shares are convertible into Common Shares at the option of the holder thereof at any time prior to May 21, 2015.
2. The Preferred Shares will be automatically converted into Common Shares on May 21, 2015.
3. Each Preferred Share is convertible into approximately 80.5802 Common Shares, subject to adjustment under certain circumstances.
4. 15,500 Preferred Shares are held by United States Fire Insurance Company, 11,000 Preferred Shares are held by The North River Insurance Company and its subsidiaries, 49,094 Preferred Shares are held by Odyssey America Reinsurance Corporation and its subsidiaries, and 16,000 Preferred Shares are held by certain other subsidiaries of Fairfax Financial Holdings Limited.
BY: /s/ Paul Rivett, Paul Rivett, Vice President and Chief Legal Officer 06/01/2010
BY: /s/ V. Prem Watsa, V. Prem Watsa 06/01/2010
BY: /s/ V. Prem Watsa, V. Prem Watsa, President 06/01/2010
BY: /s/ V. Prem Watsa, V. Prem Watsa, President 06/01/2010
BY: /s/ V. Prem Watsa, V. Prem Watsa, President 06/01/2010
BY: /s/ Paul W. Bassaline, Paul W. Bassaline, Vice President 06/01/2010
BY: /s/ Paul W. Bassaline, Paul W. Bassaline, Vice President 06/01/2010
BY: /s/ Kirk Reische, Kirk Reische, Vice President 06/01/2010
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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