KKR & Co. Inc. — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2012-11-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-06	Common Units	C	3000000	—	Acquired	3000000	Indirect
2012-11-06	Common Units	G	1500000	—	Disposed	1500000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	KKR Holdings L.P. Units	$	G	3000000	Disposed		Common Units (3000000)	Direct
2012-09-07	KKR Holdings L.P. Units	$	G	3000000	Acquired		Common Units (3000000)	Indirect
2012-11-06	KKR Holdings L.P. Units	$	C	3000000	Disposed		Common Units (3000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	4667166	Indirect
Common Units	208634	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Common Units (1500000)	1500000	Indirect

Footnotes

F1: After receiving the securities as decribed in footnote 2, these 3,000,000 units were held by a limited partnership (the "Charitable Partnership") established by the Reporting Person for the purposes of making charitable donations, of which the Reporting Person is the general partner. After the gift as described in footnote 3, the Charitable Partnership continues to hold 1,500,000 units.

F2: The Charitable Partnership received 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.) from KKR Holdings L.P. in exchange for units of KKR Holdings L.P. and exchanged such KKR Group Partnership Units for common units of KKR & Co. L.P., in each case as described in footnote 7 below.

F3: The Charitable Partnership gifted 1,500,000 units to The Marie-Josee and Henry R. Kravis Foundation, a charitable foundation in which the Reporting Person has no pecuniary interest. The remaining 1,500,000 units will not be donated or otherwise disposed of in 2012.

F4: KKR 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 5)

F5: (Continued from footnote 4) 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.

F6: These common units are held by a KKR-related holding vehicle through which the Reporting Person may be deemed to have a pecuniary interest in the common units.

F7: 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 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.

F8: Represents a gift by the Reporting Person to the Charitable Partnership.

F9: These units of KKR Holdings L.P. are held by a limited partnership established for estate planning purposes, whose general partner is a limited liability company of which the Reporting Person is the sole member and investment manager and which is different than the Charitable Partnership. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by such limited partnership.