Sec Form 3 Filing - Del Mar Asset Management, LP @ Kennedy-Wilson Holdings, Inc. - 2009-11-06

FORM 3 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 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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1. Name and Address of Reporting Person Del Mar Asset Management, LP 2. Issuer Name and Ticker or Trading Symbol Kennedy-Wilson Holdings, Inc. [ PAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 711 FIFTH AVENUE, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2009 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 (the "Common Stock") 1,367,990 I See footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 7.5 11/13/2009 11/14/2012 Common Stock 458,000 I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Del Mar Asset Management, LP 711 FIFTH AVENUE FIFTH FLOOR NEW YORK, NY10022 See Remarks DEL MAR MASTER FUND, LTD. 711 FIFTH AVENUE NEW YORK, NY10022 See Remarks DEL MAR MANAGEMENT, LLC 711 FIFTH AVENUE NEW YORK, NY10022 See Remarks FREELOVE DAVID 711 FIFTH AVENUE NEW YORK, NY10022 See Remarks Signatures /s/ Del Mar Asset Management, LP; By its general partner Del Mar Management, LLC; By its managing member David Freelove 11/16/2009 Signature of Reporting Person Date /s/ Del Mar Master Fund, Ltd.; By its investment manager Del Mar Asset Management, LP; By its general partner Del Mar Management, LLC; By its managing member David Freelove 11/16/2009 Signature of Reporting Person Date /s/ Del Mar Management LLC; By its managing member David Freelove 11/16/2009 Signature of Reporting Person Date /s/ David Freelove 11/16/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock to which this row relates were held directly by Del Mar Master Fund, Ltd., a Cayman Islands exempted company (the "Master Fund"). As of November 13, 2009, the date the Company completed a business combination, the Reporting Persons no longer beneficially own these shares of Common Stock, as more fully described in the Schedule 13D filed by the Reporting Persons on the date hereof. ( 2 )Del Mar Asset Management, LP, a Delaware limited liability company ("DMAM"), serves as the investment manager of the Master Fund and as such has discretion over the portfolio securities beneficially owned by the Master Fund. Del Mar Management, LLC., a Delaware limited liability company (the "GP"), is the general partner of DMAM and directs DMAM's operations. Mr. David Freelove is the managing member of the GP. DMAM, the GP and Mr. David Freelove disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. ( 3 )The Warrants to which this row relates are held directly by the Master Fund.

Remarks: The Reporting Persons may have been deemed to be members of a 10% group with Broad Beach Partners, LLC, a California limited liability company ("Broad Beach") and certain of its affiliates (the "Broad Beach Reporting Persons") by virtue of the fact that the Master Fund entered into an Option Agreement with Broad Beach, as more fully described in the Schedule 13D filed by the Reporting Persons on the date hereof. On November 12, 2009 Broad Beach terminated the Option Agreement pursuant to its terms. Therefore, there ceased to be any basis to assert that any of the Reporting Persons were beneficial owners of more than 10% of Common Stock and, as a result, the Reporting Persons are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although the Reporting Persons and the Broad Beach Reporting Persons may have been deemed a "group" with each other within the meaning of Section 13(d) of the Exchange Act, the Reporting Persons do not believe that they were part of a group with the Broad Beach Reporting persons and expressly disclaim membership in any "group" with the Broad Beach Reporting persons. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock that may be deemed to be beneficially owned by the Broad Beach Reporting Persons.

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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