FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KKR Financial Holdings LLC [ KFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/25/2010 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/17/2010 | P | 220,000 | A | $7.8938(1)(2) | 6,738,213 | I | Managed Accounts(3) | ||
Common Stock | 05/18/2010 | P | 300,000 | A | $7.8792(2) | 7,038,213 | I | Managed Accounts(3) | ||
Common Stock | 05/19/2010 | P | 205,000 | A | $7.7503(2) | 7,243,213 | I | Managed Accounts(3) | ||
Common Stock | 05/20/2010 | P | 43,800 | A | $7.4464(2) | 7,287,013 | I | Managed Accounts(4) | ||
Common Stock | 05/19/2010 | P | 5,000 | A | $7.7503(2) | 6,972,354 | I | Investment Entities(4) | ||
Common Stock | 05/20/2010 | P | 56,200 | A | $7.4464 | 7,028,554 | I | Investment Entities | ||
Common Stock | 2,000,000 | D | ||||||||
Common Stock | 200,000 | I | Cooperman Foundation(6) | |||||||
Common Stock | 10,360 | I | JCF Metrowest Foundation(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
7% Convertible Senior Notes due 2012 | $31(9) | (7) | 07/15/2012 | Common Stock | 161,291(8) | 161,291 | D | ||||||||
7.5% Convertible Senior Notes due 2017 | $8.18(1)(9) | 03/18/2010(1) | S | $2,139,000(13) | (10) | 01/15/2017 | Common Stock | 261,396(8) | $7.68 | 0 | I | Investment Entities(4) | |||
7.5% Convertible Senior Notes due 2017 | $8.18(1)(9) | 03/18/2010(1) | S | $1,276,000(13) | (10) | 01/15/2017 | Common Stock | 155,933(8) | $7.68 | 0 | I | Managed Accounts(3) | |||
7.5% Convertible Senior Notes due 2017 | $8.18(1)(9) | (10) | 01/15/2017 | Common Stock | 733,228(8) | 733,228 | D | ||||||||
7.5% Convertible Senior Notes due 2017 | $8.18(1)(9) | (10) | 01/15/2017 | Common Stock | 1,222,046(8) | 1,222,046 | I | Watchung Road Associates(11) | |||||||
7.5% Convertible Senior Notes due 2017 | $8.18(1)(9) | (10) | 01/15/2017 | Common Stock | 73,323(8) | 73,323 | I | Cooperman Foundation(5) | |||||||
7.5% Convertible Senior Notes due 2017 | $8.18(1)(9) | (10) | 01/15/2017 | Common Stock | 48,882(8) | 48,882 | I | NJ Performing Art Foundation(12) |
Explanation of Responses: |
1. This report is being amended to include the March 18, 2010 transactions listed on Table II, to correct a typographical error in the conversion price of the 7.5% Convertible Senior Notes due 2017, and to correct a typographical error in the purchase price of the 300,000 shares of Common Stock acquired on 5/18/2010. |
2. Represents weighted average purchase price. Full information regarding the number of shares purchased at each separate price will be provided by the reporting person upon request to the staff of the SEC, the Issuer, or a security holder of the Issuer. |
3. The securities are held in managed accounts over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
4. The securities are held in the accounts of private investment entities over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
5. The securities are held in the account of the Leon & Toby Cooperman Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
6. The securities are held in the account of the JCF Metrowest Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
7. The Notes are convertible (i) at any time prior to the close of business on the business day preceding any redemption of the notes, to the extent such notes are called for redemption, (ii) upon the satisfaction of certain market price or trading price conditions or the occurrence of certain specified transactions or (iii) at any time between June 15, 2012 and the close of business on the business day preceding the stated maturity date, July 15, 2012. |
8. The Notes are convertible at the Company's option either for the number of shares of common stock listed in Table II, for cash or for a combination thereof. |
9. Subject to adjustment. |
10. The Notes are convertible at any time prior to the close of business on the business day preceding (i) any redemption of the notes; to the extent such notes are called for redemption, (ii) any termination of conversion rights or (iii) the stated maturity date, January 15, 2017. |
11. The securities are held in the account of a family limited partnership over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
12. The securities are held in the account of the NJ Performing Arts Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
13. Represents the principal amount of the Notes. |
Alan M. Stark, attorney-in-fact for Leon G. Cooperman | 06/08/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |