FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5


1. Name and Address of Reporting Person * KKR Holdings L.P 2. Issuer Name and Ticker or Trading Symbol KKR & Co. Inc. [ KKR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
C/O KKR & CO. INC., 9 WEST 57TH STREET, 42ND FLOOR 3. Date of Earliest Transaction (MM/DD/YYYY)
NEW YORK, NY 10019 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
KKR Group Partnership Units(1)(1)8/8/2018J(1)1000769(1)(1)Class A common stock1000769$0303106993D

Explanation of Responses:
(1) On August 8, 2018, KKR Holdings L.P. distributed 1,000,769 KKR Group Partnership Units (which 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.) along with corresponding shares of Class C common stock of KKR & Co. Inc. to certain KKR employees and other persons. These KKR Group Partnership Units together with corresponding shares of Class C common stock were exchanged by those employees and other persons for shares of Class A common stock of KKR & Co. Inc. on a one-for-one basis pursuant to an exchange agreement as contemplated by KKR & Co. Inc.'s prospectus dated September 21, 2011, filed with the SEC on September 23, 2011. As a result, KKR & Co. Inc.'s percentage ownership in the KKR Group Partnerships (consisting of KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR International Holdings L.P.) increased, and KKR Holdings L.P.'s percentage ownership in them decreased.

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) 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, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
KKR Holdings L.P
C/O KKR & CO. INC.
9 WEST 57TH STREET, 42ND FLOOR
NEW YORK, NY 10019
X

Signatures
/s/ Christopher Lee, Attorney-in-fact8/10/2018
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Attachments

  • Original document
  • Permalink

Disclaimer

KKR & Co. LP published this content on 10 August 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 10 August 2018 22:19:07 UTC