☐
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☒
|
Rule 13d-1(d)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Renaissance Aggregator L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Renaissance Aggregator GP LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR North America Fund XI L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Cayman Islands
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Associates North America XI L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Cayman Islands
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR North America XI Limited
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Cayman Islands
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Group Partnership L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Cayman Islands
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Group Holdings Corp.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR & Co. Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Management LLP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
70,671,135
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
Henry R. Kravis
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
0
|
|||||
6
|
SHARED VOTING POWER
|
||||
70,671,135
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
CUSIP No. 36555P107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
George R. Roberts
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
0
|
|||||
6
|
SHARED VOTING POWER
|
||||
70,671,135
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
70,671,135
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
70,671,135
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
34.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
CUSIP No. 36555P107
|
13G
|
Item 1.
|
|
(a)
|
Name of Issuer:
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2.
|
|
(a)
|
Name of Person Filing:
|
(b)
|
Address of Principal Business Office, or, if none, Residence:
|
(c)
|
Citizenship:
|
(d)
|
Title of Class of Securities:
|
(e)
|
CUSIP Number:
|
Item 3.
|
|
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned:
|
(b)
|
Percent of class:
|
(c)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote
|
(ii)
|
Shared power to vote or to direct the vote
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following: ☐
|
|
In connection with an internal reorganization that became effective on January 1, 2020, among other things, (i) KKR Fund Holdings GP Limited, a former general partner of KKR Fund Holdings L.P., was
dissolved and therefore is no longer a Reporting Person on this Schedule 13G and (ii) KKR Fund Holdings L.P. was renamed KKR Group Partnership L.P.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Not applicable.
|
Item 10.
|
Certifications.
|
|
Not applicable.
|
KKR RENAISSANCE AGGREGATOR L.P.
|
||
By: KKR Renaissance Aggregator GP LLC, its general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Vice President
|
|
KKR RENAISSANCE AGGREGATOR GP LLC
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Vice President
|
|
KKR NORTH AMERICA FUND XI L.P.
|
||
By: KKR Associates North America XI L.P., its general partner
|
||
By: KKR North America XI Limited, its general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
|
KKR ASSOCIATES NORTH AMERICA XI L.P.
|
||
By: KKR North America XI Limited, its general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
|
KKR NORTH AMERICA XI LIMITED
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
KKR GROUP PARTNERSHIP L.P.
|
||
By: KKR Group Holdings Corp., general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR GROUP HOLDINGS CORP.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR & CO. INC.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR MANAGEMENT LLP
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
HENRY R. KRAVIS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact
|
|
GEORGE R. ROBERTS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-fact
|
Exhibit
Number
|
Title
|
|
1
|
Joint Filing Agreement, dated as of February 13, 2019 (previously filed with the Schedule 13G filed on February 13, 2019 and incorporated herein by reference).
|
|
2
|
Power of Attorney granted by Henry R. Kravis and George R. Roberts (previously filed with the Schedule 13G filed on February 13, 2018 and incorporated herein by reference)
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Power of Attorney granted by Robert H. Lewin
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/s/ Robert H. Lewin
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Name: Robert H. Lewin
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