Bae Joseph Y 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

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)
10/08/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
KKR Holdings L.P. Units	⁽¹⁾	10/08/2021		J⁽²⁾		1,150,000⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	1,150,000⁽²⁾	$0	4,077,500	D
KKR Holdings L.P. Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	9,699,319		9,699,319	I	See footnote⁽³⁾
KKR Holdings L.P. Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	370,578		370,578	I	By Trust

Explanation of Responses:

1. Pursuant to an exchange agreement as disclosed in KKR & Co. Inc.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission ("SEC") on September 23, 2011, as amended by a post-effective amendment filed with the SEC on July 2, 2018, units of KKR Holdings L.P. are exchangeable for KKR Group Partnership Units (which term refers to Class A partner interests in KKR Group Partnership L.P.) along with shares of Series II preferred stock of KKR & Co. Inc. on a one-for-one basis, and KKR Group Partnership Units and shares of Series II preferred stock are exchangeable for shares of common stock of KKR & Co. Inc. on a one-for-one basis.

2. Following a consent of the board of directors of KKR & Co. Inc. to the allocation of units of KKR Holdings L.P. to the Reporting Person, units of KKR Holdings L.P. were granted to the Reporting Person on October 8, 2021. Of these units, 70% are vested and the remaining 30% will vest on October 1, 2022, subject to the Reporting Person's continued service through the vesting date. This grant does not change the number of shares of common stock of KKR & Co. Inc. on a fully-diluted basis.

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.

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	10/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Bae Joseph Y Form 4KKR & Co. / JOSEPH Y BAE ownership change