KKR & Co. Inc. — Director's Dealing 2011

Nov 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2011-11-14

Reporting Person: ROBERTS GEORGE R (Director, Co-Chairman and Co-CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-14	KKR Holdings L.P. Units	$	G	999900	Disposed		Common Units (999900)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Common Units (83518379)	83518379	Indirect
KKR Holdings L.P. Units	$		Common Units (249426)	249426	Indirect

Footnotes

F1: This Form 4 reflects a gift and certain transfers of KKR Holdings L.P. units for estate planning purposes involving a limited partnership (the "Partnership"), whose general partner (the "General Partner") is a limited liability company of which the Reporting Person is the sole member and investment manager and whose limited partners are trusts (the "Trusts") of which the Reporting Person is not a trustee. The Reporting Person's spouse is a trustee and the beneficiary of one of these Trusts. The gift and transfers reflected in this Form 4 were exempt from reporting and/or matching pursuant to Rules 16a-13 and/or Rule 16b-5 under the Securities Exchange Act of 1934 (the "Exchange Act").

F2: Pursuant 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. and KKR Fund 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. In this Form 4 filing and in future filings, the Title of Derivative Security will be listed as "KKR Holdings L.P. Units" in replacement of "KKR Group Partnership Units."

F3: On November 14, 2011, for estate planning purposes, the Reporting Person made a gift of his limited partnership interests in the Partnership to the Trusts. Following this gift, the Trusts, in the aggregate, own a 99% limited partnership interest in the Partnership. The General Partner holds a 1% general partnership interest in the Partnership. The number reported reflects the portion of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partnership interests held by the Trusts.

F4: On October 5, 2011, (i) 1,010,000 units of KKR Holdings L.P. were transferred from the revocable trust referred to in footnote 7 hereof to the Reporting Person's direct ownership, (ii) the Reporting Person contributed 10,100 units of KKR Holdings L.P. from the Reporting Person's direct ownership to the General Partner, (iii) the General Partner contributed such 10,100 units of KKR Holdings L.P. to the Partnership in return for which the General Partner received a 1% general partnership interest and (continued in footnote 5)

F5: (continued from footnote 4) (iv) the Reporting Person contributed 999,900 units of KKR Holdings L.P. from the Reporting Person's direct ownership to the Partnership in return for which he received a 99% limited partnership interest. These contributions, which were exempt from reporting pursuant to Rule 16a-13 under the Exchange Act, merely changed the form of the Reporting Person's pecuniary interest in such securities from indirect to direct, from direct to indirect and from one form of indirect to another form of indirect.

F6: These units of KKR Holdings L.P. are held by the Partnership, and the number reported reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership.

F7: These 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.

F8: These 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.