SEC Form 4 · accession 0001140361-18-024766
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
May 16, 2018
Accepted (ET)
May 18, 2018 · 6:43 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,F3,F6,F4 | May 16, 2018 | C | 7,000,000 | — | A | 1,188,755 | I | See Footnote |
| Common UnitsF3,F5 | holding | — | — | — | 7,000,000 | I | See Footnote | |
| Common UnitsF7,F8 | holding | — | — | — | 4,667,166 | I | See Footnotes |
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. UnitsF4,F2 | — | May 16, 2018 | C | 7,000,000 | D | — | — | Common Units | 7,000,000 | 79,018,379 | I |
| KKR Holdings L.P. UnitsF9,F2 | — | holding | — | — | — | — | — | Common Units | 1,010,000 | 1,010,000 | I |
| KKR Holdings L.P. UnitsF10,F2 | — | holding | — | — | — | — | — | Common Units | 249,426 | 249,426 | 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 in a corporation owned by the Reporting Person and of which the Reporting Person is the president.
- 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 7,000,000 common units of KKR & Co. L.P. received upon the exchange described in footnote 1 above from the Reporting Person's revocable trust to a limited partnership. This transfer, which was exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), merely changed the form of the Reporting Person's pecuniary interest in such securities from one form of indirect to another form of indirect. These 7,000,000 common units are being held by the limited partnership solely for purposes of future charitable donations.
- F4These securities 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.
- F5These common units are held by a limited partnership controlled by the Reporting Person.
- F6Includes 3,128 common units previously held by a limited liability company of which the Reporting Person was a managing member, which common units were previously transferred to the Reporting Person's revocable trust in a transfer which was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act.
- F7KKR 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 7)
- F8(Continued from footnote 6) 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.
- F9These 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.
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 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