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

Aug 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2012-08-15

Reporting Person: FISHER TODD A (Chief Administrative Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-15	KKR Holdings L.P. Units	$	G	495000	Disposed		Common Units (495000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Common Units (8367847)	8367847	Direct
KKR Holdings L.P. Units	$		Common Units (604850)	604850	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 partner is a trust (the "Trust") the beneficiaries of which are certain family members of the Reporting Person and of which the Reporting Person is a trustee with authority limited to investments. 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 August 15, 2012, for estate planning purposes, the Reporting Person made a gift of his limited partner interests in the Partnership to the Trust. Following this gift, the Trust owns a 99% limited partner interest in the Partnership. The General Partner holds a 1% general partner 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 partner interests gifted to the Trust.

F4: On October 1, 2011, (i) the Reporting Person contributed 5,000 units of KKR Holdings L.P. from the Reporting Person's direct ownership to the General Partner, (ii) the General Partner contributed such 5,000 units of KKR Holdings L.P. to the Partnership in return for which the General Partner received a 1% general partner interest and (iii) the Reporting Person contributed 495,000 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 partner 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 direct to indirect and from one form of indirect to another form of indirect.

F5: 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.

F6: These interests are held by the Trust but do not include beneficial ownership of units of KKR Holdings L.P. indirectly held by the Trust through its limited partner interests in the Partnership. Such interests are included in the securities reported as beneficially owned through the Partnership above.