SEC Form 4 · accession 0001140361-18-043302
KKR & Co. Inc. · KKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 16, 2018 | G | 1,000,000 | $0.00 | D | 10,000,000 | I | See footnote |
| Class A Common Stock | holding | — | — | — | 1,149,131 | D | ||
| Class A Common StockF2,F3 | holding | — | — | — | 4,667,166 | I | See Footnote | |
| Class A Common StockF4 | holding | — | — | — | 130,925 | I | See Footnote | |
| Class A Common StockF5 | holding | — | — | — | 15,227 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1This Form 4 reports the donation of 1,000,000 shares of Class A common stock of KKR & Co. Inc. by a limited partnership (the "Partnership"), which is an entity controlled by the Reporting Person, to a charitable foundation in which the Reporting Person has no pecuniary interest. As previously reported on a Form 4 filed on May 18, 2018, these shares of Class A common stock were being held by the Partnership solely for purposes of charitable donations, and the Partnership continues to hold the remaining 10,000,000 shares of Class A common stock for future donations.
- F2KKR MIF Fund Holdings L.P. and KKR Reference Fund Investments L.P. hold an aggregate of 4,667,166 shares of Class A common stock. 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 3)
- F3(Continued from footnote 2) The sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. is KKR Group Holdings Corp. The sole shareholder of KKR Group Holdings Corp. is KKR & Co. Inc. The controlling shareholder of KKR & Co. Inc. 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.
- F4These shares of Class A common stock are held by a limited liability company of which the Reporting Person is the managing member.
- F5These shares of Class A common stock are held by the Reporting Person's spouse.
Remarks
On July 1, 2018, KKR & Co. L.P., a Delaware limited partnership, converted into a Delaware corporation named KKR & Co. Inc. As a result of such conversion, each common unit of KKR & Co. L.P. was converted into a share of Class A common stock of KKR & Co. Inc. and each special voting unit of KKR & Co. L.P. was converted into a share of Class C common stock of KKR & Co. Inc. 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.