KKR Group Partnership SC 13D/A Sentio Healthcare Properties Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Sentio Healthcare Properties, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

817304108

(CUSIP Number)

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Telephone: (212) 750-8300

with a copy to:

Gary Horowitz, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-7113

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 5, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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).

SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sentinel RE Investment Holdings LP
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) PN

2

SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sentinel Investment Holdings GP LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) OO

3

SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR REPA AIV-1 L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) PN

4

SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Associates REPA L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR REPA GP LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) OO

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Fund Holdings L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Fund Holdings GP Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) CO

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Group Holdings L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Group Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) CO

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR & Co. L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Management LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,926,148
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,926,148
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) OO

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Henry R. Kravis
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 1,926,148
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,926,148
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) IN

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SCHEDULE 13D
CUSIP No. 817304108
	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) George R. Roberts
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 1,926,148
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,926,148
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,148
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person (See Instructions) IN

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This Amendment No. 1 supplements and amends the Schedule 13D filed on October 28, 2013 by the Reporting Persons (as defined below) (as so amended, the “Schedule 13D”), relating to the common stock, $0.01 par value per share (“Common Stock”), of Sentio Healthcare Properties, Inc., a Maryland corporation (the “Issuer”).  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. This statement on Schedule 13D is being filed by: (i) Sentinel RE Investment Holdings LP, a Delaware limited partnership (“Sentinel LP”); (ii) Sentinel RE Investment Holdings GP LLC, a Delaware limited liability company (“Sentinel General Partner”); (iii) KKR REPA AIV-1 L.P., a Delaware limited partnership (“KKR REPA AIV-1 Fund”); (iv) KKR Associates REPA L.P., a Delaware limited partnership (“KKR Associates REPA”); (v) KKR REPA GP LLC, a Delaware limited liability company (“KKR REPA GP”); (vi) KKR Fund Holdings LP, a Cayman Islands exempted limited partnership (“KKR Fund Holdings”); (vii) KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”); (viii) KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Group Holdings”); (ix) KKR Group Limited, a Cayman Islands limited company (“KKR Group”); (x) KKR & Co. L.P., a Delaware limited partnership (“KKR & Co.”); (xi) KKR Management LLC, a Delaware limited liability company (“KKR Management”); (xii) Henry R. Kravis, a United States citizen; and (xiii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the “Reporting Persons”).
Item 3.	Source and Amount of Funds or Other Considerations.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: A total of $14,200,000 was paid to acquire the 142,000 Series B Preferred Units (as defined below) acquired by the Reporting Persons in the October Acquisition (as defined below).  The purchase of such securities was funded from funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including capital contributions from investors. A total of $5,100,000 was paid to acquire the 51,000 Series B Preferred Units acquired by the Reporting Persons in the December Acquisition (as defined below).  The purchase of such securities was funded from funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including capital contributions from investors.
Item 4.	Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following after the first paragraph thereof: On December 5, 2013, the Sentio Parties issued to Sentinel LP 51,000 Series B Preferred Units at an aggregate purchase price of $5,100,000 (the “December Acquisition”).  The securities acquired by Sentinel LP in the December Acquisition were in connection with a put notice exercised by the Sentio Parties pursuant to the terms of the Purchase Agreement. Additionally, Sentinel LP received from the Sentio Parties a put exercise notice in connection with the acquisition of an additional 54,000 Series B Preferred Units at an aggregate purchase price of $5,400,000.  This acquisition is estimated to close on or before February 28, 2014.
Item 5.	Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) and (b). The Reporting Persons beneficially own an aggregate of 1,926,148 shares of Common Stock, which represent, in the aggregate, approximately, 13.3% of the outstanding shares of Common Stock.  The 1,926,148 shares of Common Stock consist of 193,000 Series B Preferred Units of Sentio Partnership held directly by Sentinel LP, which, pursuant to the terms of the Amended Sentio Partnership Agreement (as defined below), are convertible into 1,926,148 common units of the Sentio Partnership, which are then exchangeable for 1,926,148 shares of Common Stock.  The percentage of beneficial ownership in this Schedule 13D is based on 12,609,784 shares of Common Stock outstanding as of November 4, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2013, and assumes that an additional 1,926,148 shares of Common Stock are outstanding upon conversion of the Series B Preferred Units held by Sentinel LP into Common Stock.

15

Each of Sentinel General Partner (as the general partner of Sentinel LP), KKR REPA AIV-1 Fund (as the managing member of Sentinel General Partner), KKR Associates REPA (as the general partner of KKR REPA AIV-1 Fund), KKR REPA GP (as the general partner of KKR Associates REPA), KKR Fund Holdings (as the sole shareholder of KKR REPA GP), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned directly by Sentinel LP, and each disclaims beneficial ownership of the securities.

None of Messrs. Fisher, Janetschek, Sorkin, Rosenberg, Butcher, Nuttall or Ms. Donohoe beneficially owns any shares of Common Stock.

(c) Except as set forth in this Statement or as previously disclosed in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities.

(e) Not applicable.

16

SIGNATURE

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: December 9, 2013
		SENTINEL RE INVESTMENT HOLDINGS LP
	By:	Sentinel RE Investment Holdings GP LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name:	Richard J. Kreider
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer
		SENTINEL RE INVESTMENT HOLDINGS GP LLC
	By:	/s/ Richard J. Kreider
		Name:	Richard J. Kreider
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer
		KKR REPA AIV-1 L.P.
	By:	KKR Associates REPA L.P., it general partner
	By:	KKR REPA GP LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name:	Richard J. Kreider
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer
		KKR ASSOCIATES REPA L.P.
	By:	KKR REPA GP LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name:	Richard J. Kreider
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer
		KKR REPA GP LLC
	By:	/s/ Richard J. Kreider
		Name:	Richard J. Kreider
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer

17

	KKR FUND HOLDINGS L.P.
By:	KKR Fund Holdings GP Limited, a general partner
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact for William J. Janetschek, Director
	KKR FUND HOLDINGS GP LIMITED
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact for William J. Janetschek, Director
	KKR GROUP HOLDINGS L.P.
By:	KKR Group Limited, its general partner
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact for William J. Janetschek, Director
	KKR GROUP LIMITED
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact for William J. Janetschek, Director
	KKR & CO. L.P.
By:	KKR Management LLC, its general partner
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact for William J. Janetschek, Chief Financial Officer
	KKR MANAGEMENT LLC
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact for William J. Janetschek, Chief Financial Officer

18

	HENRY R. KRAVIS
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact
	GEORGE R. ROBERTS
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title:  Attorney-in-fact

19