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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
KKR & Co. L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
48248M102
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 48248M102 |
13G |
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 48248M102 |
13G |
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 48248M102 |
13G |
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
STATEMENT ON SCHEDULE 13G
This is Amendment Number 4 to the Statement on Schedule 13G filed on February 14, 2011 (the Schedule 13G).
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 1 to the Schedule 13G, each of the persons listed below under Item 2 (each a Reporting Person, and collectively the Reporting Persons), have agreed to file one statement with respect to their ownership of common units (the Common Units) of KKR & Co. L.P. (the Issuer).
Item 1. | ||
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(a) |
Name of Issuer: |
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(b) |
Address of Issuers Principal Executive Offices: New York, NY 10019 |
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Item 2. | ||
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(a) |
Name of Persons Filing: Henry R. Kravis George R. Roberts |
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Address of Principal Business Office, or, if none, Residence:
c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P. 2800 Sand Hill Road, Suite 200 Menlo Park, CA 94025 |
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(c) |
Citizenship: |
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(d) |
Title of Class of Securities: |
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(e) |
CUSIP Number: |
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Item 3. |
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Not applicable. |
Item 4. |
Ownership. | ||
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(a) |
Amount beneficially owned: As of December 31, 2014, KKR Holdings L.P. may be deemed to be the beneficial owner of 377,352,887 Common Units, consisting of the 156,138 Common Units and 377,196,749 KKR Group Partnership Units (which are exchangeable into Common Units on a one-for-one basis) that it holds.
KKR Holdings L.P. is a limited partnership that is controlled by KKR Holdings GP Limited, its sole general partner. Messrs. Henry Kravis and George Roberts, by virtue of their rights under the organizational documents of KKR Holdings GP Limited, may be deemed to beneficially own the KKR Group Partnership Units and Common Units held by KKR Holdings L.P.
As of December 31, 2014, Mr. Kravis may be deemed to be the beneficial owner of 385,418,005 Common Units, based on the 156,138 Common Units and 377,196,749 KKR Group Partnership Units held by KKR Holdings L.P., 1,028,156 Common Units held by KKR MIF Fund Holdings L.P., 3,639,010 Common Units held by KKR Reference Fund Investments L.P. and 3,295,283 Common Units held directly, by his spouse, or through certain entities he controls.
As of December 31, 2014, Mr. Roberts may be deemed to be the beneficial owner of 409,451,647 Common Units, based on the 156,138 Common Units and 377,196,749 KKR Group Partnership Units held by KKR Holdings L.P., 1,028,156 Common Units held by KKR MIF Fund Holdings, L.P., 3,639,010 Common Units held by KKR Reference Fund Investments L.P. and 1,216,183 Common Units held through certain entities he controls. | |
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Percent of class: As of December 31, 2014, (i) KKR Holdings L.P. may be deemed to be the beneficial owner of approximately 46.8% of the Issuers outstanding Common Units, (ii) Mr. Kravis may be deemed to be the beneficial owner of approximately 47.8% of the Issuers outstanding Common Units, and (iii) Mr. Roberts may be deemed to be the beneficial owner of approximately 47.6% of the Issuers outstanding Common Units. | |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See Item 5 of each cover page. |
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(ii) |
Shared power to vote or to direct the vote See Item 6 of each cover page. |
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(iii) |
Sole power to dispose or to direct the disposition of See Item 7 of each cover page. |
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(iv) |
Shared power to dispose or to direct the disposition of See Item 8 of each cover page. |
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Item 5. |
Ownership of Five Percent or Less of a Class. | ||
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Not applicable. | ||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | ||
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Not applicable. | ||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
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Not applicable. | ||
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Item 8. |
Identification and Classification of Members of the Group. | ||
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Not applicable. | ||
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Item 9. |
Notice of Dissolution of Group. | ||
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Not applicable. |
Item 10. |
Certifications. |
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Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2015
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KKR HOLDINGS L.P. |
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By: |
KKR Holdings GP, Limited, its general partner |
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By: |
/s/ Terence Gallagher |
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Name: Terence Gallagher |
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Title: Attorney-in-fact for William J. Janetschek, |
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HENRY R. KRAVIS |
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By: |
/s/ Terence Gallagher |
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Name: Terence Gallagher |
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Title: Attorney-in-fact |
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GEORGE R. ROBERTS |
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By: |
/s/ Terence Gallagher |
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Name: Terence Gallagher |
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Title: Attorney-in-fact |
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EXHIBITS
Exhibit |
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Joint Filing Agreement, dated February 14, 2011, among KKR Holdings L.P., Henry R. Kravis and George R. Roberts (filed as Exhibit 1 to the Schedule 13G filed on February 14, 2011 and incorporated herein by reference). |
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2 |
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Power of attorney, dated May 28, 2014, granted by Henry R. Kravis |
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Power of attorney, dated May 28, 2014, granted by George R. Roberts |
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Power of attorney, dated May 28, 2014, granted by William J. Janetschek |
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigneds individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigneds capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Henry R. Kravis |
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Name: Henry R. Kravis |
Date: May 28, 2014 |
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Exhibit 3
POWER OF ATTORNEY
Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigneds individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigneds capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ George R. Roberts |
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Name: George R. Roberts |
Date: May 28, 2014 |
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Exhibit 4
POWER OF ATTORNEY
Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigneds individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigneds capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ William J. Janetschek |
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Name: William J. Janetschek |
Date: May 28, 2014 |
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