KKR & Co. Inc. — Director's Dealing 2019

Nov 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KKR & Co. Inc. (KKR)
CIK: 0001404912
Period of Report: 2019-11-26

Reporting Person: BAE JOSEPH Y (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-26	Class A Common Stock	G	250000	—	Disposed	750000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-27	KKR Holdings L.P. Units	$	G	562320	Acquired		Class A Common Stock (562320)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	609126	Direct
Class A Common Stock	1482	Indirect
Class A Common Stock	7166	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
KKR Holdings L.P. Units	$		Class A Common Stock (6208819)	6208819	Direct
KKR Holdings L.P. Units	$		Class A Common Stock (370578)	370578	Indirect

Footnotes

F1: This Form 4 reports the donation of 250,000 shares of Class A common stock of KKR & Co. Inc. by a limited partnership (the "Charitable Partnership"), which is an entity controlled by the Reporting Person, to a charitable organization. As previously reported on a Form 4 filed on May 18, 2018, 1,250,000 shares of Class A common stock were being held by the Charitable Partnership solely for purposes of charitable donations, and after the donation of 250,000 shares being reported hereby and prior donations, the Charitable Partnership continues to hold the remaining 750,000 shares of Class A common stock for future donations.

F2: Pursuant to an exchange agreement as disclosed in KKR & Co. Inc.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission ("SEC") on September 23, 2011, as amended by a post-effective amendment filed with the SEC on July 2, 2018, 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.) along with corresponding shares of Class C common stock of KKR & Co. Inc. on a one-for-one basis, and KKR Group Partnership Units and corresponding shares of Class C common stock are exchangeable for shares of Class A common stock of KKR & Co. Inc. on a one-for-one basis.

F3: On November 27, 2019, for estate planning purposes, the Reporting Person made a gift of certain limited partner interests in the limited partnership described in footnote 4 below (the "Partnership"), to a trust for the benefit of the Reporting Person's family members. The number reported reflects the portion of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests gifted on such date. The gift was exempt from matching pursuant to Rule 16b-5 under the Securities Exchange Act of 1934 (the "Exchange Act").

F4: These securities are held by a limited partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion. The number reported as beneficially owned following the reported transaction reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership.

F5: Reflects a transfer of an additional 568,000 KKR Holdings L.P. units from the Reporting Person to the Partnership. 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.