SEC Form 4 · accession 0001140361-16-083924
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
KKR Holdings L.P
10% Owner
Period of report
Oct 26, 2016
Accepted (ET)
Oct 28, 2016 · 6:17 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 UnitsF1,F3 | Oct 26, 2016 | C | 80,000 | — | A | 133,871 | D | |
| Common Units | Oct 26, 2016 | J | 81,506 | $0.00 | D | 52,365 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| KKR Group Partnership UnitsF3 | — | Oct 26, 2016 | C | 80,000 | D | — | — | Common Units | 80,000 | 356,606,744 | D |
Explanation of responses
- F1KKR Holdings L.P. initiated a process to exchange certain KKR Group Partnership Units (which 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.) for common units of KKR & Co. L.P. and to deliver these common units along with additional common units it previously held to satisfy its obligations to holders of restricted equity units. As a result of this exchange, KKR & Co. L.P.'s percentage ownership in the KKR Group Partnerships (consisting of KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR International Holdings L.P.) increased, and KKR Holdings L.P.'s percentage ownership in the KKR Group Partnerships decreased.
- F2KKR Holdings L.P. initiated the delivery of 81,506 common units of KKR & Co. L.P. that it received in exchange for KKR Group Partnership Units to holders of vested restricted equity units that were granted pursuant to the KKR Holdings L.P. Equity Incentive Plan as contemplated by KKR & Co. L.P.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission on September 23, 2011.
- F3Pursuant to an exchange agreement, KKR Holdings L.P. may exchange KKR Group Partnership Units held by it for common units of KKR & Co. L.P. on a one-for-one basis.
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.