SEC Form 4 · accession 0001140361-16-084931
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd A Fisher
Officer — Chief Administrative Officer
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 5:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404912
Table I — non-derivative securities
No Table I lines on this filing.
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. UnitsF2,F3,F1 | — | Aug 31, 2016 | G | 495,000 | D | — | — | Common Units | 495,000 | 1,000,000 | I |
| KKR Holdings L.P. UnitsF4,F1,F5 | — | Nov 2, 2016 | J | 900,000 | A | — | — | Common Units | 900,000 | 8,641,214 | D |
| KKR Holdings L.P. UnitsF6,F1 | — | holding | — | — | — | — | — | Common Units | — | 546,821 | I |
Explanation of responses
- F1Pursuant 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 (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.) 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.
- F2On August 31, 2016, for estate planning purposes, the Reporting Person made a gift of certain limited partner interests in the limited partnership described in footnote 3 below (the "Partnership"), to the trust described in footnote 6 below (the "Trust"). The number reported reflects the portion of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests gifted to the Trust on such date. The gift was exempt from matching pursuant to Rule 16b-5 under the Securities Exchange Act of 1934 (the "Exchange Act").
- F3These securities are held by the Partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership.
- F4As previously reported in a Form 4 filed on February 25, 2016, these units of KKR Holdings L.P. were previously granted to the Reporting Person in connection with his service to the company. On November 2, 2016, the board of directors of the general partner of KKR & Co. L.P. consented to a modification to such units, and such units were modified by the general partner of KKR Holdings L.P. to eliminate the market price vesting condition and modify the service-based vesting schedule, to provide that the units will vest in equal annual installments beginning on May 1, 2017 and ending May 1, 2021, subject to the Reporting Person's continued service through the applicable vesting dates.
- F5These units will vest in equal annual installments beginning on May 1, 2017 and ending May 1, 2021, subject to the Reporting Person's continued service through the applicable vesting dates.
- F6These interests are held by the Trust, the beneficiaries of which are certain family members of the Reporting Person and of which the Reporting Person is a trustee. These interests do not include beneficial ownership of units of KKR Holdings L.P. indirectly held by the Trust through its limited partner interests in the Partnership. Such interests are included in the securities reported as beneficially owned through the Partnership above.
Remarks
The Reporting Person states that this filing shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that all transactions reported herein were subject to Section 16 of the Securities Exchange Act of 1934 or 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.