UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Kennedy-Wilson Holdings, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
489398107
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 489398107
1. Name of Reporting Persons.
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: Less than 5% of the Issuer's outstanding
Owned By shares of the class
Each
Reporting 7. Sole Dispositive Power: 0
Person
With: 8. Shared Dispositive Power: Less than 5% of the Issuer's
outstanding shares of the class
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5% of the Issuer's outstanding shares of the class
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): Less than 5%
12. Type of Reporting Person: IA
CUSIP No. 489398107
1. Name of Reporting Persons.
HBK Services LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: Less than 5% of the Issuer's outstanding
Owned By shares of the class
Each
Reporting 7. Sole Dispositive Power: 0
Person
With: 8. Shared Dispositive Power: Less than 5% of the Issuer's
outstanding shares of the class
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5% of the Issuer's outstanding shares of the class
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): Less than 5%
12. Type of Reporting Person: IA
--------------
(1) HBK Investments L.P. has delegated discretion to vote and dispose of the
Securities to HBK Services LLC ("Services"). Services may, from time to
time, delegate discretion to vote and dispose of certain of the Securities
to HBK New York LLC, a Delaware limited liability company, HBK Virginia
LLC, a Delaware limited liability company, and/or HBK Europe Management
LLP, a limited liability partnership organized under the laws of the United
Kingdom (collectively, the "Subadvisors"). Each of Services and the
Subadvisors is under common control with HBK Investments L.P. The
Subadvisors expressly declare that the filing of this statement on
Schedule 13G shall not be construed as an admission that they are, for the
purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
beneficial owners of the Securities.
CUSIP No. 489398107
1. Name of Reporting Persons.
HBK New York LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: Less than 5% of the Issuer's outstanding
Owned By shares of the class
Each
Reporting 7. Sole Dispositive Power: 0
Person
With: 8. Shared Dispositive Power: Less than 5% of the Issuer's
outstanding shares of the class
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5% of the Issuer's outstanding shares of the class
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): Less than 5%
12. Type of Reporting Person: IA
CUSIP No. 489398107
1. Name of Reporting Persons.
HBK Partners II L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: Less than 5% of the Issuer's outstanding
Owned By shares of the class
Each
Reporting 7. Sole Dispositive Power: 0
Person
With: 8. Shared Dispositive Power: Less than 5% of the Issuer's
outstanding shares of the class
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5% of the Issuer's outstanding shares of the class
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): Less than 5%
12. Type of Reporting Person: HC
CUSIP No. 489398107
1. Name of Reporting Persons.
HBK Management LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: Less than 5% of the Issuer's outstanding
Owned By shares of the class
Each
Reporting 7. Sole Dispositive Power: 0
Person
With: 8. Shared Dispositive Power: Less than 5% of the Issuer's
outstanding shares of the class
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5% of the Issuer's outstanding shares of the class
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): Less than 5%
12. Type of Reporting Person: HC
CUSIP No. 489398107
1. Name of Reporting Persons.
HBK Master Fund L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Cayman Islands
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: Less than 5% of the Issuer's outstanding
Owned By shares of the class
Each
Reporting 7. Sole Dispositive Power: 0
Person
With: 8. Shared Dispositive Power: Less than 5% of the Issuer's
outstanding shares of the class
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5% of the Issuer's outstanding shares of the class
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): Less than 5%
12. Type of Reporting Person: PN
Item 1(a). Name of Issuer:
The name of the issuer is Kennedy-Wilson Holdings, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at 9701 Wilshire
Boulevard, Suite 700, Beverly Hills, California 90212.
Item 2(a). Names of Persons Filing:
This Schedule 13G statement is hereby filed by the persons set forth below.
HBK Investments L.P.
HBK Services LLC
HBK New York LLC
HBK Partners II L.P.
HBK Management LLC
HBK Master Fund L.P.
Item 2(b). Address of Principal Business Office, or if None, Residence:
The address of the principal business office for each Reporting Person is set
forth below.
HBK Investments L.P.: 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201.
HBK Services LLC: 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201.
HBK New York LLC: 350 Park Avenue, 20th Floor, New York, New York 10022.
HBK Partners II L.P.: 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201.
HBK Management LLC: 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201.
HBK Master Fund L.P.: c/o HBK Services LLC, 2101 Cedar Springs Road, Suite 700,
Dallas, Texas 75201.
Item 2(c). Citizenship:
HBK Investments L.P. is a Delaware limited partnership.
HBK Services LLC is a Delaware limited liability company.
HBK New York LLC is a Delaware limited liability company.
HBK Partners II L.P. is a Delaware limited partnership.
HBK Management LLC is a Delaware limited liability company.
HBK Master Fund L.P. is a Cayman Islands limited partnership.
Item 2(d). Title of Class of Securities:
This statement relates to the Common Stock of the Issuer (the "Securities").
Item 2(e). CUSIP Number:
The CUSIP number of the Securities is 489398107.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) / / Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with section
240.13d-1(b)(1)(ii)(G).
(h) / / A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Ownership is incorporated by reference to items 5-9 and 11 of the cover page of
each Reporting Person.
The percentage disclosed in item 11 of the cover page of each Reporting Person
is calculated based upon 41,196,068 shares of common stock reported to be
outstanding as of November 13, 2009 by the Issuer in its Form 8-K filed with
the Securities and Exchange Commission on November 19, 2009.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following /X/
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Jamiel A. Akhtar, Richard L. Booth, David C. Haley and William E. Rose are each
managing members (collectively, the "Members") of HBK Management LLC. The
Members expressly declare that the filing of this statement on Schedule 13G
shall not be construed as an admission that they are, for the purpose of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, beneficial
owners of the Securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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.
DATED: February 8, 2010
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
HBK SERVICES LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
HBK NEW YORK LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
HBK PARTNERS II L.P.
By: HBK Management LLC
General Partner
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
HBK MANAGEMENT LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
HBK MASTER FUND L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
(1) An Authorization Certificate authorizing Jon L. Mosle to act on behalf of
each Reporting Person was previously filed.