KKR Alternative Assets SC 13D/A KKR FS Income Trust / KKR Alternative Assets ownership change

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

KKR FS Income Trust

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.01 per share

(Title of Class of Securities)

48255N100

(CUSIP Number)

Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards
New York, NY, 10001
212-750-8300

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

03/05/2025

(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 of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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. 48255N100

1

Name of reporting person

KKR Alternative Assets LLC

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR Group Assets Holdings II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR Group Assets II GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR Group Partnership L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR Group Holdings Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR Group Co. Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR & Co. Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

KKR Management LLP

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 943,805.52
8	Shared Voting Power 0.00
9	Sole Dispositive Power 943,805.52
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

Henry R. Kravis

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 943,805.52
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 943,805.52

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 48255N100

1

Name of reporting person

George R. Roberts

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 943,805.52
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 943,805.52

11

Aggregate amount beneficially owned by each reporting person

943,805.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares of Beneficial Interest, par value $0.01 per share
(b)	Name of Issuer: KKR FS Income Trust
(c)	Address of Issuer's Principal Executive Offices: 201 Rouse Boulevard, Philadelphia, PENNSYLVANIA , 19112.
Item 1 Comment: This amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on June 9, 2023, as amended by Amendment No. 1 on July 5, 2023 (as amended the "Schedule 13D"), relating to the common shares of beneficial interest, par value $0.01 per share (the "Shares"), of KKR FS Income Trust (the "Issuer"), a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. This Amendment No. 2 is being filed to update the aggregate percentage of the Issuer's Shares beneficially owned by the Reporting Persons due to dilution caused by the Issuer's issuance of additional Shares from time to time since the date of the filing of Amendment No. 1 and not in connection with a disposition of any Shares by the Reporting Persons. This Amendment No. 2 constitutes an exit filing of the Reporting Persons, in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented to include an amended and restated Annex A attached to this Amendment No. 2 to Schedule 13D as Exhibit 99.1, which is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a), 5(b) and 5(e) of the Schedule 13D are hereby amended and restated as follows: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The Reporting Persons beneficially own an aggregate of 943,805.5246 Shares, representing 3.0% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D are based on 31,149,293.578 Shares outstanding as of February 21, 2025 as disclosed by the Issuer in the Form 8-K filed with the Securities and Exchange Commission on February 21, 2025.
(b)	See Item 5(a) above.
(e)	As described herein, as of the date hereof, none of the Reporting Persons beneficially own more than five percent of the outstanding Shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows Exhibit No. Description 99.1 Annex A Directors of KKR & Co. Inc.

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.

KKR Alternative Assets LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	03/05/2025

KKR Group Assets Holdings II L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, KKR Group Assets II GP LLC, its general partner
Date:	03/05/2025

KKR Group Assets II GP LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	03/05/2025

KKR Group Partnership L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, KKR Group Holdings Corp., its general partner
Date:	03/05/2025

KKR Group Holdings Corp.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	03/05/2025

KKR Group Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	03/05/2025

KKR & Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	03/05/2025

KKR Management LLP

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	03/05/2025

Henry R. Kravis

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	03/05/2025

George R. Roberts

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	03/05/2025