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KKR & Co. Inc. Director's Dealing 2013

Dec 9, 2013

10262_dirs_2013-12-09_7d5a0a4f-9e8b-4b61-bd4b-04fd93132ef7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sentio Healthcare Properties Inc (NONE)
CIK: 0001378774
Period of Report: 2013-12-05

Reporting Person: KKR Fund Holdings L.P. (10% Owner)
Reporting Person: KKR Fund Holdings GP Ltd (10% Owner)
Reporting Person: KKR Group Holdings L.P. (10% Owner)
Reporting Person: KKR Group Ltd (10% Owner)
Reporting Person: KKR & Co. L.P. (10% Owner)
Reporting Person: KKR Management LLC (10% Owner)
Reporting Person: KRAVIS HENRY R (10% Owner)
Reporting Person: ROBERTS GEORGE R (10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-12-05 Series B Convt Preferred Units of Sentio Partnership $ P 51000 Acquired Common Stock (508982) Indirect

Footnotes

F1: These securities are held directly by Sentinel RE Investment Holdings LP ("Sentinel LP"). Sentinel RE Investment Holdings GP LLC is the general partner of Sentinel LP. KKR REPA AIV-1 L.P. is the managing member of Sentinel RE Investment Holdings GP LLC. KKR Associates REPA L.P. is the general partner of KKR REPA AIV-1 L.P. KKR REPA GP LLC is the general partner of KKR Associates REPA L.P. KKR Fund Holdings L.P. is the sole member of KKR REPA GP LLC. KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P.

F2: Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.

F3: Each of Sentinel RE Investment Holdings GP LLC, KKR REPA AIV-1 L.P., KKR Associates REPA L.P., KKR REPA GP LLC, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by Sentinel LP. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F4: Represents Series B Convertible Preferred Units of Sentio Healthcare Properties OP, L.P., the issuer's operating partnership ("Sentio Partnership"). Subject to the terms of the Second Amended and Restated Limited Partnership Agreement of Sentio Partnership, dated as of August 5, 2013, entered into by and among the issuer, HPC LP TRS, LLC, and Sentinel LP, Sentinel LP has the right to convert the 51,000 Series B Convertible Preferred Units of Sentio Partnership into 508,982 common units of Sentio Partnership, which are then exchangeable for shares of the issuer's common stock on a one-for-one basis.