SEC Form 4 · accession 0001104659-15-036315
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Sorkin
Officer — General Counsel and Secretary
Period of report
May 6, 2015
Accepted (ET)
May 8, 2015 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404912
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF3,F1 | May 6, 2015 | C | 30,000 | — | A | 30,000 | I | See footnote |
| Common UnitsF5,F1 | May 6, 2015 | S | 2,767 | $22.78 | D | 27,233 | I | See footnote |
| Common UnitsF3,F8 | May 6, 2015 | C | 10,000 | — | A | 10,000 | I | See footnote |
| Common UnitsF6,F8 | May 6, 2015 | S | 10,000 | $22.71 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| KKR Holdings L.P. UnitsF7,F1,F3 | — | May 6, 2015 | C | 30,000 | D | — | — | Common Units | 30,000 | 0 | I |
| KKR Holdings L.P. UnitsF8,F3 | — | May 6, 2015 | C | 10,000 | D | — | — | Common Units | 10,000 | 320,000 | I |
| KKR Holdings L.P. UnitsF7,F3 | — | holding | — | — | — | — | — | Common Units | 2,826,360 | 2,826,360 | D |
Explanation of responses
- F1These securities are held by a limited partnership over which the Reporting Person has investment discretion.
- F2KKR Group Partnership Units (which term refers collectively to Class A partner interests in each of KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR International Holdings L.P.) were received from KKR Holdings L.P. in exchange for units of KKR Holdings L.P. and exchanged for common units of KKR & Co. L.P. in each case as described in footnote 3 below.
- F3Pursuant to an exchange agreement as contemplated by KKR & Co. L.P.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission on September 23, 2011, units of KKR Holdings L.P. are exchangeable for KKR Group Partnership Units on a one-for-one basis, and KKR Group Partnership Units are exchangeable for common units of KKR & Co. L.P. on a one-for-one basis.
- F4These sales were made pursuant to a Rule 10b5-1 plan.
- F5Reflects a weighted average sale price. These common units were sold in multiple transactions at prices ranging from $22.78 to $22.79, inclusive. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.
- F6Reflects a weighted average sale price. These common units were sold in multiple transactions at prices ranging from $22.70 to $22.73, inclusive. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.
- F7Reflects a transfer of 30,000 KKR Holdings L.P. units from the Reporting Person to the limited partnership described in footnote 1 above. This transfer, which was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act, merely changed the form of the Reporting Person's pecuniary interest in such securities from direct to indirect.
- F8These securities are held by a limited partnership (different than the limited partnership referred to in footnote 1 above), whose general partner is a limited liability company over which the Reporting Person has investment discretion.
Remarks
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.