Robert H. Lewin - May 31, 2022 Form 4 Insider Report for KKR & Co. Inc. (KKR)

Role: Chief Financial Officer
Signature: /s/ Christopher Lee, Attorney-in-fact
Stock symbol: KKR
Transactions as of: May 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/31/2022, 06:21 PM
Next filing: Aug 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KKR	Common Stock	Options Exercise		+1.09M	+1307.3%		1.17M	May 31, 2022	Direct	F1
transaction	KKR	Common Stock	Award		+35.9K	+3.06%		1.21M	May 31, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KKR	KKR Holdings L.P. Units	Options Exercise	$0	-1.09M	-100%	$0.00^*	0	May 31, 2022	Common Stock	1.09M		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.