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.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(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-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2022

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
Common Stock(1)	05/31/2022		M(1)		4,077,500	A	(1)	7,582,257	D
Common Stock	05/31/2022		A(2)		134,201	A	(2)	7,716,458	D
Common Stock	05/31/2022		M(1)		9,699,319	A	(1)	9,699,319	I	See footnote(3)
Common Stock	05/31/2022		A(2)		319,231	A	(2)	10,018,550	I	See footnote(3)
Common Stock	05/31/2022		M(1)		370,578	A	(1)	372,060	I	By Trust
Common Stock	05/31/2022		A(2)		12,197	A	(2)	384,257	I	By Trust
Common Stock								350,000	I	See footnote(4)
Common Stock								7,166	I	By Limited Liability Company

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)	05/31/2022		M(1)			4,077,500	(1)	(1)	Common Stock	4,077,500	$0	0	D
KKR Holdings L.P. Units	(1)	05/31/2022		M(1)			9,699,319	(1)	(1)	Common Stock	9,699,319	$0	0	I	See footnote(3)
KKR Holdings L.P. Units	(1)	05/31/2022		M(1)			370,578	(1)	(1)	Common Stock	370,578	$0	0	I	By Trust

Explanation of Responses:

1. In connection with certain mergers pursuant to a Reorganization Agreement, dated as of October 8, 2021 (the "Mergers"), on May 31, 2022 holders of common stock of KKR & Co. Inc. immediately prior to the Mergers ("Former KKR") and all holders of interests in KKR Holdings L.P. immediately prior to the Mergers received shares of the same common stock on a one-for-one basis in a new parent company for Former KKR's business ("New KKR"), following which, New KKR was renamed "KKR & Co. Inc." and Former KKR was renamed "KKR Group Co. Inc.", which is now a wholly-owned subsidiary of New KKR. Prior to the Mergers, units of KKR Holdings L.P. were exchangeable for KKR Group Partnership Units (which term refers to Class A partner interests in KKR Group Partnership L.P.) and with shares of Series II preferred stock of Former KKR on a one-for-one basis, which together were exchangeable for shares of common stock of Former KKR on a one-for-one basis.

2. In connection with the Mergers and in addition to the issuance of shares of New KKR as noted above, KKR Holdings L.P. merged with a subsidiary of New KKR and limited partners of KKR Holdings L.P. were issued an aggregate of 8.5 million shares of common stock of New KKR, which shares are not transferable prior to the earlier of (i) December 31, 2026 and (ii) the six-month anniversary of the first date on which the death or permanent disability of both Mr. Henry Kravis and Mr. George Roberts has occurred (or any earlier date consented to by KKR Management LLP in its sole discretion). The number of shares reported as acquired herein represents the holder's pro rata portion of the 8.5 million shares issued to the former limited partners of KKR Holdings L.P.

3. These securities are held by a limited partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion.

4. These shares of common stock are being held by a limited partnership controlled by the Reporting Person solely for purposes of future charitable donations.

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	05/31/2022
	** Signature of Reporting Person	Date
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