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

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2014-02-20

Reporting Person: Sorkin David (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Units	C	25000	—	Acquired	25000	Indirect
2014-02-20	Common Units	S	25000	$23.85	Disposed	0	Indirect
2014-02-20	Common Units	C	50000	—	Acquired	50000	Direct
2014-02-21	Common Units	G	50000	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	KKR Holdings L.P. Units	$	C	25000	Disposed		Common Units (25000)	Indirect
2014-02-20	KKR Holdings L.P. Units	$	C	50000	Disposed		Common Units (50000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Common Units (350000)	350000	Indirect

Footnotes

F1: These securities are held by a limited partnership over which the Reporting Person has investment discretion.

F2: 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.) were received from KKR Holdings L.P. in exchange for units of KKR Holdings L.P. and exchanged for common units of KKR & Co. L.P. in each case as described in footnote 3 below.

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 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: This exchange and sale were made pursuant to a Rule 10b5-1 plan.

F5: Reflects a weighted average sale price. These common units were sold in multiple transactions at prices ranging from $23.80 to $23.90, inclusive. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.

F6: Represents a gift to a charitable organization.

F7: Reflects a transfer of 25,000 KKR Holdings L.P. units from the Reporting Person to the limited partnership described in footnote 1 above. 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 direct to indirect.

F8: These units of KKR Holdings L.P. are held by a limited partnership (different than the limited partnership referred to in footnote 1 above), whose general partner is a limited liability company over which the Reporting Person has investment discretion. The number of units reported reflects the aggregate number of units of KKR Holdings L.P. held by the limited partnership.