SEC Form 4 · accession 0001140361-17-041023
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George R Roberts
Officer — Co-Chairman and Co-CEO · Director · 10% Owner
Period of report
Nov 2, 2017
Accepted (ET)
Nov 3, 2017 · 5:26 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. UnitsF3,F1 | — | Nov 2, 2017 | J | 2,500,000 | A | — | — | Common Units | 2,500,000 | 86,018,379 | I |
| KKR Holdings L.P. UnitsF4,F1 | — | holding | — | — | — | — | — | Common Units | 1,010,000 | 1,010,000 | I |
| KKR Holdings L.P. UnitsF5,F1 | — | holding | — | — | — | — | — | Common Units | 249,426 | 249,426 | 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 November 2, 2017, the conflicts committee of the board of directors of the general partner of KKR & Co. L.P. consented to the allocation of units of KKR Holdings L.P. to the Reporting Person. These units will vest in five equal annual installments beginning on October 1, 2018, subject to the Reporting Person's continued service through each vesting date, subject to other vesting provisions, and will be subject to minimum retained ownership requirements. This grant does not change the number of common units of KKR & Co. L.P. on a fully-diluted basis. Such units were issued to the Reporting Person's revocable trust in a transaction exempt from reporting under Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
- F3These units of KKR Holdings L.P. are held in a trust revocable by the Reporting Person during his life. The Reporting Person is the sole beneficiary and the sole trustee of this trust.
- F4These units of KKR Holdings L.P. are held by a limited partnership, whose general partner is a limited liability company of which the Reporting Person is the sole member and investment manager.
- F5These units of KKR Holdings L.P. are held in a corporation owned by the Reporting Person and of which the Reporting Person is the president.
Remarks
Pursuant to Rule 16a-1(a)(4) of 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 held, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.