KKR & Co. Inc. — Director's Dealing 2017

Nov 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. L.P. (KKR)
CIK: 0001404912
Period of Report: 2017-11-02

Reporting Person: BAE JOSEPH Y (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-02	Restricted Equity Units	$	A	1500000	Acquired		Common Units (1500000)	Direct
2017-11-02	Restricted Equity Units	$	A	2500000	Acquired		Common Units (2500000)	Direct
2017-11-02	KKR Holdings L.P. Units	$	J	4850000	Acquired		Common Units (4850000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Common Units (370578)	370578	Indirect
KKR Holdings L.P. Units	$		Common Units (5850000)	5850000	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 five annual installments on October 1 of each year as follows: 10% in 2018, 15% in 2019, 20% in 2020, 25% in 2021 and 30% in 2022, subject to the Reporting Person's continued service through each vesting date. Upon vesting, each restricted equity unit may be settled by delivery of one common unit of KKR & Co. L.P.

F2: These restricted equity units were approved for grant under the KKR & Co. L.P. 2010 Equity Incentive Plan and are subject to a market price-based vesting condition, where all of such units will vest upon the market price of KKR common units reaching and maintaining $40 per unit for 10 consecutive trading days on or prior to December 31, 2022, subject to the Reporting Person's continued service to the time of such vesting. Upon vesting, each restricted equity unit may be settled by delivery of one common unit of KKR & Co. L.P.

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: On November 2, 2017, the board of directors of the general partner of KKR & Co. L.P. consented to the allocation of units of KKR Holdings L.P. to the Reporting Person. These units will generally vest in five annual installments on October 1 of each year as follows: 10% in 2018, 15% in 2019, 20% in 2020, 25% in 2021 and 30% in 2022, subject to the Reporting Person's continued service through each vesting date. This grant does not change the number of common units of KKR & Co. L.P. on a fully-diluted basis.