KKR & Co. L.P. (Form: 3, Received: 07/14/2010 21:33:20)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROBERTS GEORGE R

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/14/2010 

3. Issuer Name and Ticker or Trading Symbol

KKR & Co. L.P. [KKR]

(Last)        (First)        (Middle)

C/O KKR & CO. L.P., 9 WEST 57TH STREET, 42ND FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Co-Chairman and Co-CEO /

(Street)

NEW YORK, NY 10019       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units   4667166   I   See Footnotes   (1) (6)
Common Units   275583   I   See Footnotes   (2) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
KKR Group Partnership Units     (3)   (3) Common Units   84528379     (3) I   See Footnotes   (4) (6)
KKR Group Partnership Units     (3)   (3) Common Units   249426     (3) I   See Footnotes   (5) (6)

Explanation of Responses:
(1)  KKR MIF Fund Holdings, L.P. holds an aggregate of 4,667,166 units of KKR & Co. (Guernsey) L.P. In connection with the listing of the KKR & Co. L.P. common units on the New York Stock Exchange, holders of units of KKR & Co. (Guernsey) L.P. receive one KKR & Co. L.P. common unit for each unit of KKR & Co. (Guernsey) L.P. they hold. The general partner of KKR MIF Fund Holdings, L.P. is KKR MIF Carry Holdings L.P. The sole general partner of KKR MIF Carry Holdings L.P. is KKR MIF Carry Limited. The general partner of KKR MIF Carry Limited is KKR Index Fund Investments L.P. The general partner of KKR Index Fund Investments L.P. is KKR IFI GP L.P. The general partner of KKR IFI GP L.P. is KKR IFI Limited. The sole shareholder of KKR IFI limited is KKR Fund Holdings L.P. [Footnote 1 continued in Remarks]
(2)  Represents units of KKR & Co. (Guernsey) L.P. as to which the Reporting Person may be deemed to have a pecuniary interest through a KKR-affiliated holding vehicle. In connection with the listing of the KKR & Co. L.P. common units on the New York Stock Exchange, holders of units of KKR & Co. (Guernsey) L.P. receive one KKR & Co. L.P. common unit for each unit of KKR & Co. (Guernsey) L.P. they hold.
(3)  Pursuant to an exchange agreement, holders of KKR Group Partnership Units (which term refers collectively to one Class A partner interest in each of KKR Management Holdings L.P. and KKR Fund Holdings L.P.) 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.
(4)  Such KKR Group Partnership Units are held in a trust revocable by the Reporting Person during his life. The sole beneficiary and the sole trustee of such trust is the Reporting Person.
(5)  Such KKR Group Partnership Units are held in a corporation owned by the Reporting Person and of which the Reporting Person is the president.
(6)  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 deemed to 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.

Remarks:
[Footnote 1 continued] A general partner of KKR Fund Holdings L.P. is KKR Fund Holdings GP Limited. The sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. is KKR Group Holdings L.P. The sole partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. In his capacity as a designated member of KKR Management LLC, the Reporting Person may be deemed to be a beneficial owner of the securities held by KKR MIF Fund Holdings, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROBERTS GEORGE R
C/O KKR & CO. L.P.
9 WEST 57TH STREET, 42ND FLOOR
NEW YORK, NY 10019
X X Co-Chairman and Co-CEO

Signatures
/s/ David J. Sorkin, Attorney-in-fact 7/14/2010
** 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 5(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.
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Ex-24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Henry R. Kravis, George R. Roberts, Todd A. Fisher, William J. Janetschek and David J. Sorkin, signing singly, each of the undersigned’s true and lawful attorney-in-fact to:

 

(1)

execute for and on behalf of each of the undersigned, in each of the undersigned’s capacity as an officer and/or director of KKR Management LLC, a Delaware limited liability company (the “Managing Partner”), the general partner of KKR & Co. L.P. (the “Partnership”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

 

(2)

do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

 

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of each of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each of the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor are the Managing Partner or the Partnership assuming, any of each of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or the rules thereunder.

 

This Power of Attorney shall remain in full force and effect until each of the undersigned, after becoming subject to the requirements to file Forms 3, 4 and 5 with respect to each of the undersigned’s holdings of and transactions in securities issued by the Partnership, ceases to be subject to those requirements, unless earlier revoked by each of the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[ Signature Page Follows ]

 



 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of July, 2010.

 

 

/s/ Henry R. Kravis

 

/s/ George R. Roberts

Henry R. Kravis

 

George R. Roberts

 

 

 

 

 

 

/s/ Todd A. Fisher

 

/s/ William J. Janetschek

Todd A. Fisher

 

William J. Janetschek

 

 

 

 

 

 

/s/ David J. Sorkin

 

/s/ Joseph A. Grundfest

David J. Sorkin

 

Joseph A. Grundfest

 

 

 

 

 

 

/s/ Dieter Rampl

 

/s/ Robert W. Scully

Dieter Rampl

 

Robert W. Scully

 


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