SEC Form 4 · accession 0001140361-17-023662
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Janetschek
Officer — Chief Financial Officer
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 6:30 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. UnitsF1,F4,F5,F2,F3 | — | May 31, 2017 | J | 2,475,000 | D | — | — | Common Units | 2,475,000 | 2,500,000 | I |
| KKR Holdings L.P. UnitsF1,F2 | — | holding | — | — | — | — | — | Common Units | 1,050,000 | 1,050,000 | D |
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.
- F2Reflects a transfer of 2,500,000 KKR Holdings L.P. units from the Reporting Person to a limited partnership whose general partner is a limited liability company over which the Reporting Person has investment discretion (the "Partnership"). 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.
- F3These securities are held by the Partnership. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership.
- F4On May 31, 2017, for estate planning purposes, the Reporting Person transferred certain limited partner interests in the Partnership, to a trust (the "Trust") of which the Reporting Person is not a trustee. The number reported reflects the number of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests transferred to the Trust on such date.
- F5In connection with the transfer to the Trust described above, the Trust executed a promissory note payable to the Reporting Person in an aggregate amount of $28,101,472, based on an estimated appraised value of the limited partnership interests in the Partnership transferred, subject to receipt of the final valuation of such interest.
Remarks
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, 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 beneficially owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.