KKR & Co. L.P.
KKR & Co. L.P. (Form: 4, Received: 11/04/2016 17:17:02)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sorkin David
2. Issuer Name and Ticker or Trading Symbol

KKR & Co. L.P. [ KKR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

C/O KKR & CO. L.P.,, 9 WEST 57TH STREET, 42ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/2/2016
(Street)

NEW YORK,, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
KKR Holdings L.P. Units     (1) 8/31/2016     G   (2)   V    89100   (2)     (1)   (1) Common Units   89100   (2) $0   400000   I   See footnote   (3)
KKR Holdings L.P. Units     (1) 11/4/2016     G   (4)   V    222750   (4)     (1)   (1) Common Units   222750   (4) $0   625000   (5) I   See footnote   (3)
KKR Holdings L.P. Units     (1) 11/2/2016     J   (6)    550000         (1) (7)   (1) (7) Common Units   550000     (6) 3048593   (5) (6) D    

Explanation of Responses:
( 1)  Pursuant to an exchange agreement as contemplated by KKR & Co. L.P.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission on September 23, 2011, units of KKR Holdings L.P. are exchangeable for KKR Group Partnership Units (which term refers collectively to Class A partner interests in each of KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR International Holdings L.P.) on a one-for-one basis, and KKR Group Partnership Units are exchangeable for common units of KKR & Co. L.P. on a one-for-one basis.
( 2)  On August 31, 2016, for estate planning purposes, the Reporting Person made a gift of certain limited partner interests in the limited partnership described in footnote 3 below (the "Partnership"), to a trust (the "Trust") of which the Reporting Person is not a trustee. The number reported reflects the portion of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests gifted to the Trust on such date. The gift was exempt from matching pursuant to Rule 16b-5 under the Securities Exchange Act of 1934 (the "Exchange Act").
( 3)  These securities are held by the Partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership.
( 4)  On November 4, 2016, for estate planning purposes, the Reporting Person made a gift of certain limited partner interests in the Partnership, which were received by the Partnership from the Reporting Person as described in footnote 5, to the Trust. The number reported reflects the portion of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests gifted to the Trust on such date. The gift was exempt from matching pursuant to Rule 16b-5 under the Exchange Act.
( 5)  Reflects a transfer of an additional 225,000 KKR Holdings L.P. units from the Reporting Person to the Partnership. This transfer, which was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act, merely changed the form of the Reporting Person's pecuniary interest in such securities from direct to indirect.
( 6)  As previously reported in a Form 4 filed on February 25, 2016, these units of KKR Holdings L.P. were previously granted to the Reporting Person in connection with his service to the company. On November 2, 2016, the board of directors of the general partner of KKR & Co. L.P. consented to a modification to such units, and such units were modified by the general partner of KKR Holdings L.P. to eliminate the market price vesting condition and modify the service-based vesting schedule, to provide that the units will vest in equal annual installments beginning on May 1, 2017 and ending May 1, 2021, subject to the Reporting Person's continued service through the applicable vesting dates.
( 7)  These units will vest in equal annual installments beginning on May 1, 2017 and ending May 1, 2021, subject to the Reporting Person's continued service through the applicable vesting dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sorkin David
C/O KKR & CO. L.P.,
9 WEST 57TH STREET, 42ND FLOOR
NEW YORK,, NY 10019


General Counsel and Secretary

Signatures
/s/ Christopher Lee, as Attorney-in-Fact 11/4/2016
** 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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