Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] 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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* WINDISCH MATTHEW	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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President
(Last) (First) (Middle) C/O 151 S. EL CAMINO DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/21/2021
(Street) BEVERLY HILLS, CA 90212 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	1/21/2021		A		65290 ⁽¹⁾⁽²⁾	A	$0	777820	D
Common Stock	1/21/2021		A		97772 ⁽³⁾	A	$0	875592	D
Common Stock	1/24/2021		F		19823 ⁽⁴⁾	D	$17.73	855769	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	On January 21, 2021, 65,290 shares of time-based restricted stock awards were granted to the reporting person pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "equity plan"). These awards will vest in three equal annual installments beginning on the first anniversary of the grant date.
(2)	On January 21, 2021, the reporting person was also granted performance-based restricted stock awards ("performance-based restricted shares") pursuant to equity plan that will vest if the registrant satisfies certain return on equity and total shareholder return conditions. The maximum amount of performance-based restricted shares that may vest to the reporting person is 391,740 shares, but some or all of such shares may not vest if the above-described performance conditions are not satisfied by the registrant. The amount of performance-based restricted shares that vest will be reported by the reporting person after the applicable vesting date.
(3)	The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. The performance hurdles were satisfied at levels which resulted in the vesting of a total of 187,745 shares, of which 89,973 shares were withheld by the registrant to satisfy tax withholding obligations.
(4)	Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WINDISCH MATTHEW C/O 151 S. EL CAMINO DRIVE BEVERLY HILLS, CA 90212			Executive Vice President