SEC Form 4 · accession 0001140361-18-024762
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry R Kravis
Officer — Co-Chairman and Co-CEO · Director · 10% Owner
Period of report
May 16, 2018
Accepted (ET)
May 18, 2018 · 6:36 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 UnitsF2 | May 16, 2018 | C | 10,000,000 | — | A | 11,105,832 | D | |
| Common Units | May 16, 2018 | G | 10,000,000 | $0.00 | D | 1,105,832 | D | |
| Common UnitsF4 | May 16, 2018 | G | 10,000,000 | $0.00 | A | 11,000,000 | I | See Footnote |
| Common Units | Feb 28, 2018 | W | 43,299 | $0.00 | A | 1,149,131 | D | |
| Common UnitsF6,F7 | holding | — | — | — | 4,667,166 | I | See Footnotes | |
| Common UnitsF8 | holding | — | — | — | 130,925 | I | See Footnote | |
| Common UnitsF9 | holding | — | — | — | 15,227 | 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. UnitsF2 | — | May 16, 2018 | C | 10,000,000 | D | — | — | Common Units | 10,000,000 | 71,314,740 | D |
| KKR Holdings L.P. UnitsF10,F2 | — | holding | — | — | — | — | — | Common Units | 1,500,000 | 1,500,000 | I |
Explanation of responses
- F1KKR 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 2 below.
- F10These units of KKR Holdings L.P. are held by a limited partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion.
- F2Pursuant 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.
- F3Reflects a transfer of common units received upon the exchange described in footnote 1 above from the Reporting Person to a limited partnership.
- F4These common units are held by a limited partnership controlled by the Reporting Person. These common units are being held by the limited partnership solely for purposes of future charitable donations.
- F5Reflects a transfer of common units previously indirectly beneficially owned through a trust of which the Reporting Person was the trustee to the Reporting Person's direct holdings.
- F6KKR MIF Fund Holdings L.P. and KKR Reference Fund Investments L.P. hold an aggregate of 4,667,166 common units. KKR IFI GP L.P. is the general partner of KKR Reference Fund Investments L.P. and the general partner of KKR Index Fund Investments L.P., which is the sole shareholder of KKR MIF Carry Limited, which is the general partner of KKR MIF Carry Holdings L.P., which is the general partner of KKR MIF Fund Holdings L.P. The general partner of KKR IFI GP L.P. is KKR IFI Limited. The sole shareholder of KKR IFI Limited is KKR Fund Holdings L.P. A general partner of KKR Fund Holdings L.P. is KKR Fund Holdings GP Limited. (Continued in footnote 6)
- F7(Continued from footnote 5) The sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. is KKR Group Holdings L.P. The sole partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. In his capacity as a designated member of KKR Management LLC, the Reporting Person may be deemed to be a beneficial owner of the securities held by KKR MIF Fund Holdings, L.P. and KKR Reference Fund Investments L.P.
- F8These common units are held by a limited liability company of which the Reporting Person is the managing member.
- F9These common units are held by the Reporting Person's spouse.
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. Exhibit 24: Power of Attorney Exhibit 24: Power of Attorney