SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
ROBERTS GEORGE R

(Last) (First) (Middle)
C/O KKR & CO. L.P.
9 WEST 57TH STREET, 42ND FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2010
3. Issuer Name and Ticker or Trading Symbol
KKR & Co. L.P. [ KKR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chairman and Co-CEO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 4,667,166 I See Footnotes(1)(6)
Common Units 275,583 I See Footnotes(2)(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
KKR Group Partnership Units (3) (3) Common Units 84,528,379 (3) I See Footnotes(4)(6)
KKR Group Partnership Units (3) (3) Common Units 249,426 (3) I See Footnotes(5)(6)
Explanation of Responses:
1. KKR MIF Fund Holdings, L.P. holds an aggregate of 4,667,166 units of KKR & Co. (Guernsey) L.P. In connection with the listing of the KKR & Co. L.P. common units on the New York Stock Exchange, holders of units of KKR & Co. (Guernsey) L.P. receive one KKR & Co. L.P. common unit for each unit of KKR & Co. (Guernsey) L.P. they hold. The general partner of KKR MIF Fund Holdings, L.P. is KKR MIF Carry Holdings L.P. The sole general partner of KKR MIF Carry Holdings L.P. is KKR MIF Carry Limited. The general partner of KKR MIF Carry Limited is KKR Index Fund Investments L.P. The general partner of KKR Index Fund Investments L.P. is KKR IFI GP L.P. The general partner of KKR IFI GP L.P. is KKR IFI Limited. The sole shareholder of KKR IFI limited is KKR Fund Holdings L.P. [Footnote 1 continued in Remarks]
2. Represents units of KKR & Co. (Guernsey) L.P. as to which the Reporting Person may be deemed to have a pecuniary interest through a KKR-affiliated holding vehicle. In connection with the listing of the KKR & Co. L.P. common units on the New York Stock Exchange, holders of units of KKR & Co. (Guernsey) L.P. receive one KKR & Co. L.P. common unit for each unit of KKR & Co. (Guernsey) L.P. they hold.
3. Pursuant to an exchange agreement, holders of KKR Group Partnership Units (which term refers collectively to one Class A partner interest in each of KKR Management Holdings L.P. and KKR Fund Holdings L.P.) may, up to four times each year, exchange KKR Group Partnership Units held by them, together with corresponding special voting units, for KKR & Co. L.P. common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications and compliance with lock-up, vesting and transfer restrictions and the terms of the exchange agreement.
4. Such KKR Group Partnership Units are held in a trust revocable by the Reporting Person during his life. The sole beneficiary and the sole trustee of such trust is the Reporting Person.
5. Such KKR Group Partnership Units are held in a corporation owned by the Reporting Person and of which the Reporting Person is the president.
6. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
Remarks:
[Footnote 1 continued] A general partner of KKR Fund Holdings L.P. is KKR Fund Holdings GP Limited. The sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. is KKR Group Holdings L.P. The sole partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. In his capacity as a designated member of KKR Management LLC, the Reporting Person may be deemed to be a beneficial owner of the securities held by KKR MIF Fund Holdings, L.P.
/s/ David J. Sorkin, Attorney-in-fact 07/14/2010
** 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 5 (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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