KKR & Co. (KKR) Form 4 KKR & Co. / JOSEPH Y BAE ownership change

SEC Form 4

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^*

BAE JOSEPH Y

(Last) (First) (Middle)

C/O KKR & CO. INC.,

9 WEST 57TH STREET, 42ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KKR & Co. Inc. [ KKR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-President & Co-COO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
KKR Holdings L.P. Units	(1)	11/20/2020		J(2)			3,248,506(2)	(1)	(1)	Common Stock	3,248,506(2)	(3)	9,699,319(5)	I	See footnote(4)
KKR Holdings L.P. Units	(1)							(1)	(1)	Common Stock	2,927,500		2,927,500(5)	D
KKR Holdings L.P. Units	(1)							(1)	(1)	Common Stock	370,578		370,578	I	By Trust

Explanation of Responses:

1. Pursuant to an exchange agreement as disclosed in KKR & Co. Inc.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission ("SEC") on September 23, 2011, as amended by a post-effective amendment filed with the SEC on July 2, 2018, units of KKR Holdings L.P. are exchangeable for KKR Group Partnership Units (which term refers to Class A partner interests in KKR Group Partnership L.P.) along with shares of Series II preferred stock of KKR & Co. Inc. on a one-for-one basis, and KKR Group Partnership Units and shares of Series II preferred stock are exchangeable for shares of common stock of KKR & Co. Inc. on a one-for-one basis.

2. On November 20, 2020, for estate planning purposes, the Reporting Person transferred limited partner interests in the limited partnership described in footnote 4 below (the "Partnership") to a trust (the "Trust"). The number reported reflects the number of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests transferred to the Trust on such date.

3. In connection with the transfer to the Trust described above, the Trust executed a promissory note payable to the Reporting Person in an aggregate amount of approximately $69.4 million, based on an estimated appraised value of the limited partnership interests in the Partnership transferred, which consideration is subject to adjustment for a final valuation of the interests transferred.

4. These securities are held by a limited partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion. The number reported as beneficially owned following the reported transaction reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership.

5. Reflects a transfer of an additional 3,281,319 KKR Holdings L.P. units from the Reporting Person to the Partnership. This transfer, which was exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended, merely changed the form of the Reporting Person's pecuniary interest in such securities from direct to indirect.

Remarks:

Pursuant to Rule 16a-1(a)(4) under 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 as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.

	/s/ Christopher Lee, Attorney-in-fact	11/20/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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