KKR & Co. Inc. — Director's Dealing 2014

Nov 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2014-11-05

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
2014-11-05	Common Units	C	1000000	—	Acquired	2000000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-05	KKR Holdings L.P. Units	$	G	1000000	Disposed		Common Units (1000000)	Direct
2014-09-05	KKR Holdings L.P. Units	$	G	1000000	Acquired		Common Units (1000000)	Indirect
2014-11-05	KKR Holdings L.P. Units	$	C	1000000	Disposed		Common Units (1000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	1105832	Direct
Common Units	4667166	Indirect
Common Units	130925	Indirect
Common Units	43299	Indirect
Common Units	15227	Indirect

Holdings (Derivative)

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

Footnotes

F1: This Form 4 reports the transfer of securities (as described in footnote 10) by the Reporting Person to a limited partnership (the "Partnership"), which is an entity beneficially owned by the Reporting Person, and the exchange of these securities by the Partnership (as described in footnotes 2 and 3). The Reporting Person continues to beneficially own the securities received upon exchange. (Continued in footnote 2)

F2: (Continued from footnote 1) In particular, the Partnership, of which the Reporting Person is the general partner, received KKR Group Partnership Units 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 3 below. The common units held by the Partnership were not gifted, sold or otherwise disposed of.

F3: 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., KKR Fund Holdings L.P. and KKR International 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.

F4: These securities are held by the Partnership.

F5: 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 6)

F6: (Continued from footnote 5) 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.

F7: These common units are held by a limited liability company of which the Reporting Person is the managing member.

F8: These common units are held by a trust of which the Reporting Person is a trustee.

F9: These common units are held by the Reporting Person's spouse.

F10: Reflects a transfer by the Reporting Person to the Partnership, which was exempt from earlier reporting pursuant to Rule 16(a)-3(f) and (g). The Reporting Person continued to beneficially own such securities following the transfer.

F11: These units of KKR Holdings L.P. are held by a limited partnership, 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 Partnership. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by such limited partnership.