FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * LANDMAN WILLIAM 2. Issuer Name and Ticker or Trading Symbol Kennedy-Wilson Holdings, Inc. [PAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9701 WILSHIRE BLVD., SUITE 700 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2007 (Street) BEVERLY HILLS, CA 90210 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 12/19/2007   D 56,457 (1) D $ 0.0001 376,378 I By Capital Management Systems, Inc. (2)

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Sponsors' Warrants (3)

$ 7.5

11/20/2007

Â

P

420,000

Â

  (4)

  (5)

Common Stock

420,000

$ 1

420,000

I

See footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LANDMAN WILLIAM 9701 WILSHIRE BLVD., SUITE 700 BEVERLY HILLS, CA 90210	  X	Â	Â	Â

Signatures

/s/ William Landman		11/16/2009
**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)	On December 19, 2007, the Board of Directors of Prospect Acquisition Corp. (now Kennedy-Wilson Holdings, Inc.) (the "Issuer") authorized the company to repurchase an aggregate 937,500 shares of its common stock from the initial stockholders, for a price of $0.0001 per share.
(2)	William Landman is the Managing Member of Capital Management Systems, Inc., and may be deemed to beneficially own the 376,378 shares of common stock beneficially owned by Capital Management Systems, Inc. William Landman does not own any common stock warrants directly. Capital Management Systems, Inc. is the beneficial owner of a warrant to purchase 420,000 shares of common stock William Landman disclaims beneficial ownership of the warrants to purchase shares of common stock except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that William Landman is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(3)	Sponsors' warrants (the "Sponsors' Warrants") are identical to the warrants offered by the Issuer in its initial public offering (the "IPO"), except for those differences set forth in the final prospectus relating to the IPO (the "Prospectus"). In addition, the Sponsors' Warrants generally are not transferable, assignable or saleable until 30 days after the completion of the Issuer's initial business combination, except to certain permitted transferees, and shall expire worthless if the Issuer does not complete an initial business combination within 24 months after the date of the Prospectus.
(4)	The Sponsors' Warrants become exercisable on the later of the completion of the Issuer's initial business combination and 15 months from the date of the Prospectus, provided that the Sponsors' Warrants can not be exercised while subject to the transfer restrictions described above.
(5)	The Sponsors' Warrants expire five years from the date of the Prospectus of the Issuer or earlier upon redemption or liquidation of the Issuer.

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