UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

KKR & Co. L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

48248M102

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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

 

 

 

1.

Name of Reporting Person
KKR Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
361,401,635

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
361,401,635

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
361,401,635

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11.

Percent of Class Represented by Amount in Row (9)
44.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 48248M102

13G

 

 

 

1.

Name of Reporting Person
Henry R. Kravis

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,280,056

 

6.

Shared Voting Power
366,084,028

 

7.

Sole Dispositive Power
2,280,056

 

8.

Shared Dispositive Power
366,084,028

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
368,364,084

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11.

Percent of Class Represented by Amount in Row (9)
45.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

CUSIP No. 48248M102

13G

 

 

 

1.

Name of Reporting Person
George R. Roberts

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,209,155

 

6.

Shared Voting Power
366,068,801

 

7.

Sole Dispositive Power
1,216,183

 

8.

Shared Dispositive Power
366,068,801

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
367,277,956

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11.

Percent of Class Represented by Amount in Row (9)
44.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4


 

STATEMENT ON SCHEDULE 13G

 

This is Amendment Number 5 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.

 

(a)

Name of Issuer:
KKR & Co. L.P.

 

(b)

Address of Issuer’s Principal Executive Offices:
9 West 57th Street, Suite 4200

New York, NY 10019

 

Item 2.

 

(a)

Name of Persons Filing:
KKR Holdings L.P.

Henry R. Kravis

George R. Roberts

 

(b)

Address of Principal Business Office, or, if none, Residence:
The principal business office for all persons filing (other than George R. Roberts) is:

 

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

 

(c)

Citizenship:
See Item 4 of each cover page.

 

(d)

Title of Class of Securities:
Common Units

 

(e)

CUSIP Number:
48248M102

 

Item 3.

 

 

Not applicable.

 

5


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

As of December 31, 2015, KKR Holdings L.P. may be deemed to be the beneficial owner of 361,401,635 Common Units, consisting of the 55,047 Common Units and 361,346,588 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, 2015, Mr. Kravis may be deemed to be the beneficial owner of 368,364,084 Common Units, based on the 55,047 Common Units and 361,346,588 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 2,295,283 Common Units held directly, by his spouse, or through certain entities he controls.

 

As of December 31, 2015, Mr. Roberts may be deemed to be the beneficial owner of 367,277,956 Common Units, based on the 55,047 Common Units and 361,346,588 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 1,209,155 Common Units held through certain entities he controls.

 

(b)

Percent of class:   

As of December 31, 2015, (i) KKR Holdings L.P. may be deemed to be the beneficial owner of approximately 44.1% of the Issuer’s outstanding Common Units, (ii) Mr. Kravis may be deemed to be the beneficial owner of approximately 45.0% of the Issuer’s outstanding Common Units, and (iii) Mr. Roberts may be deemed to be the beneficial owner of approximately 44.8% of the Issuer’s outstanding Common Units.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

6


 

Item 10.

Certifications.

 

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 12, 2016

 

 

KKR HOLDINGS L.P.

 

 

 

 

By:

KKR Holdings GP, Limited, its general partner

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

Title: Attorney-in-fact for William J. Janetschek, Director

 

 

 

 

 

HENRY R. KRAVIS

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

Title: Attorney-in-fact

 

 

 

 

 

GEORGE R. ROBERTS

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

Title: Attorney-in-fact

 

 

7


 

EXHIBITS

 

Exhibit
Number

 

Title

 

 

 

1

 

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).

 

 

 

2

 

Power of attorney, dated May 28, 2014, granted by Henry R. Kravis (filed as Exhibit 2 to Amendment No. 4 to the Schedule 13G filed on February 13, 2015 and incorporated herein by reference).

 

 

 

3

 

Power of attorney, dated May 28, 2014, granted by George R. Roberts (filed as Exhibit 3 to Amendment No. 4 to the Schedule 13G filed on February 13, 2015 and incorporated herein by reference).

 

 

 

4

 

Power of attorney, dated May 28, 2014, granted by William J. Janetschek (filed as Exhibit 4 to Amendment No. 4 to the Schedule 13G filed on February 13, 2015 and incorporated herein by reference).

 

8