KKR North America Fund XIII Private Investors D Indefinite amount in investment fund / Limited Partnership Interests, sold $53.11M, 96 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001896269

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

an Ontario, Canada limited partnership

Name of Issuer

KKR North America Fund XIII Private Investors (Offshore) L.P.

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
KKR North America Fund XIII Private Investors (Offshore) L.P.
Street Address 1		Street Address 2
KOHLBERG KRAVIS ROBERTS & CO. L.P.		30 HUDSON YARDS, SUITE 7500
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10001	212-750-8300

3. Related Persons

Last Name	First Name	Middle Name
KKR North America XIII Private Investors GP LLC	-
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

General Partner of the Issuer

Last Name	First Name	Middle Name
Wood	Alisa
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Kim	Philip
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Husain	Hadi
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Codispoti	Steven
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Carss	Jason
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Lee	Christopher
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
McGroarty	Jennifer
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Shaw	Mary
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Jordan	Stephen
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Karnas	Scott
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Longo	Michael
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

Last Name	First Name	Middle Name
Valentino	Edward
Street Address 1	Street Address 2
c/o Kohlberg Kravis Roberts & Co. L.P.	30 Hudson Yards, Suite 7500
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer of the General Partner

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
X	Private Equity Fund
	Venture Capital Fund
	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))
	Rule 504 (b)(1)(i)
	Rule 504 (b)(1)(ii)
	Rule 504 (b)(1)(iii)
X	Rule 506(b)
	Rule 506(c)
	Securities Act Section 4(a)(5)

X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

X Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2021-11-18	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

Equity	X	Pooled Investment Fund Interests
Debt		Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
	Limited Partnership Interests

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Merrill Lynch, Pierce, Fenner & Smith Incorporated	7691
Street Address 1	Street Address 2
ONE BRYANT PARK
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10036
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Hanwha Investment & Securities Co., Ltd.	None
Street Address 1	Street Address 2
23-5 YOUIDO-DONG	YOUNGDEUNGPO-GU
City	State/Province/Country	ZIP/Postal Code
SEOUL	KOREA, REPUBLIC OF	150-717
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
NH Investment & Securities Co Ltd	None
Street Address 1	Street Address 2
60 YEOUI-DAERO	YEONGDEUNGPO-GU
City	State/Province/Country	ZIP/Postal Code
SEOUL	KOREA, REPUBLIC OF	07325
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
PAS Advisory Services Pty Ltd T/A Principle Advisory Services	None
Street Address 1	Street Address 2
LEVEL 2, 175 MACQUARIE STREET
City	State/Province/Country	ZIP/Postal Code
SYDNEY	AUSTRALIA	NSW 2000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Lyntone Capital Advisors Ltd.	None
Street Address 1	Street Address 2
AZRIELI CENTER, ROUND TOWER, 30TH FLOOR	132, MENACHEM BEGIN RD.
City	State/Province/Country	ZIP/Postal Code
TEL AVIV	ISRAEL	6702101
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Picton S.A.	None
Street Address 1	Street Address 2
AV. APOQUINDO 2929, 22ND FLOOR	LAS CONDES
City	State/Province/Country	ZIP/Postal Code
SANTIAGO	CHILE	00000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
UBS Financial Services Inc.	8174
Street Address 1	Street Address 2
1200 HARBOR BOULEVARD
City	State/Province/Country	ZIP/Postal Code
WEEHAWKEN	NEW JERSEY	07086
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Moonfare GmbH	None
Street Address 1	Street Address 2
KARL-LIEBKNECHT-STR.34
City	State/Province/Country	ZIP/Postal Code
BERLIN	GERMANY	10178
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Moonfare II S.a r.l.	None
Street Address 1	Street Address 2
121, AVENUE DE LA FAIENCERIE
City	State/Province/Country	ZIP/Postal Code
LUXEMBOURG	LUXEMBOURG	L-1511
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
HSBC Management (Guernsey) Limited	None
Street Address 1	Street Address 2
ARNOLD HOUSE, ST. JULIAN'S AVENUE
City	State/Province/Country	ZIP/Postal Code
ST. PETER PORT	GUERNSEY	GY1 3NF
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
HSBC Investment Funds (Luxembourg), S.A.	None
Street Address 1	Street Address 2
16 BOULEVARD D'AVRANCHES
City	State/Province/Country	ZIP/Postal Code
LUXEMBOURG	LUXEMBOURG	L-1160
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Kvika Eignastyring hf.	None
Street Address 1	Street Address 2
C/O ASSET MANAGEMENT	BORGARTUN 25
City	State/Province/Country	ZIP/Postal Code
REYKJAVIK	ICELAND	105
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
SMBC Nikko Securities Inc.	None
Street Address 1	Street Address 2
3-3-1, MARUNOUCHI, CHIYODA-KU
City	State/Province/Country	ZIP/Postal Code
TOKYO	JAPAN	100-8325
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
ABN AMRO Bank NV	None
Street Address 1	Street Address 2
GUSTAV MAHLERLAAN 10
City	State/Province/Country	ZIP/Postal Code
AMSTERDAM	NETHERLANDS	1082 PP
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Raymond James & Associates, Inc.	705
Street Address 1	Street Address 2
880 CARILLON PARKWAY
City	State/Province/Country	ZIP/Postal Code
ST. PETERSBURG	FLORIDA	33716
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Raymond James Financial Services, Inc.	6694
Street Address 1	Street Address 2
880 CARILLON PARKWAY
City	State/Province/Country	ZIP/Postal Code
ST. PETERSBURG	FLORIDA	33716
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
Not Applicable	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Morgan Securities LLC	79
Street Address 1	Street Address 2
383 MADISON AVENUE
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10179
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$53,110,000	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

96

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$51,336,230	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

Placement agent fees reflect amounts that may be paid in connection with the fund and affiliated funds in the offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
KKR North America Fund XIII Private Investors (Offshore) L.P.	/s/ Jason Carss	Jason Carss	Assistant Secretary of the General Partner of the Issuer	2021-12-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.