|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| KKR Group Partnership Units | (1) (2) | 09/30/2010 | J(3) | 780,383 (3) | (1)(2) | (1)(2) | Common Units | 780,383 (3) | $ 0 | 8,759,455 (1) | D | ||||
| KKR Group Partnership Units | (2) | (2) | (2) | Common Units | 604,850 (4) | 604,850 (4) | I | See Footnote (5) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FISHER TODD A C/O KKR & CO. L.P. 9 WEST 57TH STREET, 42ND FLOOR NEW YORK, NY 10019 |
Chief Administrative Officer | |||
| /s/ David J. Sorkin, Attorney-in-fact | 10/04/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes interests in KKR Group Partnership Units (which term refers collectively to one Class A partner unit in each of KKR Management Holdings L.P. and KKR Fund Holdings L.P.) that will vest in installments over a five-year period beginning on October 1, 2009, the grant date for such units. Also includes previously disclosed interests in 1,115,401 KKR Group Partnership Units that were distributed on September 30, 2010 to the Reporting Person upon the dissolution of a limited liability company, of which the Reporting Person was the sole member. |
| (2) | The Reporting Person's interests in KKR Group Partnership Units are represented by units of KKR Holdings L.P., the entity that directly holds the KKR Group Partnership Units. The units of KKR Holdings L.P. are exchangeable for KKR Group Partnership Units on a one-for-one basis. Pursuant to an exchange agreement, holders of KKR Group Partnership Units may, up to four times each year, exchange KKR Group Partnership Units held by them, together with corresponding special voting units, for KKR & Co. L.P. common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications and compliance with lock-up, vesting and transfer restrictions and the terms of the exchange agreement. |
| (3) | On September 30, 2010, interests in 780,383 KKR Group Partnership Units were distributed to the Reporting Person upon the dissolution of a trust that was for the benefit of the Reporting Person but of which the Reporting Person was not a trustee. |
| (4) | Includes previously disclosed interests in 357,576 KKR Group Partnership Units that were distributed on September 30, 2010 to this trust upon the dissolution of a limited liability company, of which this trust was the sole member. |
| (5) | These interests in KKR Group Partnership Units are held in a trust, the beneficiaries of which are certain family members of the Reporting Person and of which the Reporting Person is a trustee with authority limited to investments. |
| Remarks: Pursuant to Rule 16a-1(a)(4), of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. | |