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

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2013-12-20

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
2014-02-10	Common Units	G	1500000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-20	KKR Holdings L.P. Units	$	G	1000000	Disposed		Common Units (1000000)	Direct
2013-12-20	KKR Holdings L.P. Units	$	G	1000000	Acquired		Common Units (1000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	195789	Direct
Common Units	12845	Indirect
Common Units	4667166	Indirect

Holdings (Derivative)

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

Footnotes

F1: Represents a gift from a limited partnership (the "Charitable Partnership") established for the purposes of making charitable donations of which the Reporting Person is the general partner to a charitable foundation in which the Reporting Person has no pecuniary interest.

F2: These securities are held by the Charitable Partnership.

F3: Reflects the transfer of 195,789 and 12,845 common units of KKR & Co. L.P. from a KKR-related holding vehicle to the Reporting Person and a trust of which the Reporting Person is a trustee, respectively. This transfer, which was 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 and one form indirect to another form of indirect, respectively.

F4: These common units of KKR & Co. L.P. are held by the trust described in footnote 3 above.

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 general 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: 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, which was exempt from earlier reporting pursuant to Rule 16a-3(f) and (g).

F9: 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 Charitable Partnership. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by such limited partnership.