KKR & Co. Inc. — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2016-02-23

Reporting Person: Sorkin David (General Counsel and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Restricted Equity Units	$	A	59799	Acquired		Common Units (59799)	Direct
2016-02-23	KKR Holdings L.P. Units	$	J	550000	Acquired		Common Units (550000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Common Units (400000)	400000	Indirect

Footnotes

F1: These restricted equity units were approved for grant under the KKR & Co. L.P. 2010 Equity Incentive Plan and will generally vest in equal annual installments over a three-year period with the initial vesting on April 1, 2017. Upon vesting, each restricted equity unit may be settled by delivery of one common unit of KKR & Co. L.P.

F2: 262,271 of these restricted equity units were previously granted to the Reporting Person and consist of 16,622 restricted equity units of KKR & Co. L.P. that will generally vest on April 1, 2016 and 24,860 and 220,789 restricted equity units of KKR & Co L.P., which will generally vest in two or three equal installments, respectively, on April 1st of each year with the next vesting on April 1, 2016.

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: The grant of these units by KKR Holdings L.P. to the Reporting Person was authorized, and they will generally vest in part over a three year period beginning on January 1, 2018, subject to the public market price of common units of KKR & Co. L.P. meeting certain pre-determined targets during such period. This grant does not change the number of common units of KKR & Co. L.P. on a fully-diluted basis.

F5: Reflects a transfer of 90,000 KKR Holdings L.P. units from the Reporting Person to the limited partnership described in footnote 6 below. 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.

F6: These securities are held by a limited partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion.