KKR Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

KKR Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2017, KKR & Co. L.P. (“KKR”) filed a Current Report on Form 8-K (the “Original 8-K”) reporting that Joseph Bae and Scott Nuttall were appointed as Co-Presidents and Co-Chief Operating Officers and became members of the Board of Directors of KKR Management LLC, the general partner of KKR (the “Managing Partner”).

This filing is being made to amend the Original 8-K to include the following information regarding new compensation arrangements:

On November 2, 2017, the Board of Directors of the Managing Partner authorized grants of 4 million restricted equity units to each of Messrs. Bae and Nuttall. Of the 4 million restricted equity units, 1.5 million units are granted to each executive subject to time-based vesting on October 1 of each year as follows: 10% in 2018, 15% in 2019, 20% in 2020, 25% in 2021 and 30% in 2022, in each case, subject to continued service through each vesting date (including continued vesting upon death and disability). The remaining 2.5 million restricted equity units granted to each of Messrs. Bae and Nuttall are subject to a market price-based vesting condition, where all of such units will vest upon the market price of KKR common units reaching and maintaining a market price of $40.00 per common unit for a period of 10 consecutive trading days on or prior to December 31, 2022,subject tothe executive's continued service to the time of such vesting (includingcontinued service vesting upon death and disability). These restricted equity units will be automatically forfeited upon the earlier of the executive’s termination of service (except for death or disability) and the failure of the price condition to have been met by December 31, 2022. Following vesting, the common units received upon settlement of the restricted equity units will remain subject to minimum retained ownership and transfer restriction requirements.

On November 2, 2017, the Board of Directors of the Managing Partner also consented to the allocation by KKR Holdings L.P. (“KKR Holdings”) of 4,850,000 KKR Holdings units to each of Messrs. Bae and Nuttall. The KKR Holdings units will vest on October 1 of each year as follows: 10% in 2018, 15% in 2019, 20% in 2020, 25% in 2021 and 30% in 2022, in each case, subject to continued service through each vesting date (includingcontinued vesting upon death and disability). KKR Holdings units are exchangeable for KKR common units on a one-for-one basis, subject to vesting, minimum retained ownership and transfer restriction requirements. The KKR Holdings units granted to Messrs. Bae and Nuttall are outstanding but previously unallocated units, and consequently these allocations will not increase the number of KKR Holdings units outstanding that can be converted into KKR common units or outstanding KKR common units on a fully-diluted basis. If and when vested, these KKR Holdings units would not dilute KKR’s ownership interests in KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR International Holdings L.P.


About KKR & CO. L.P. (NYSE:KKR)

KKR & CO. L.P. (KKR) is a global investment firm that manages investments across multiple asset classes, including private equity, energy, infrastructure, real estate, credit and hedge funds. The Company’s business offers a range of investment management services to its fund investors, and provides capital markets services to its firm, its portfolio companies and third parties. It operates through four segments. Through its Private Markets segment, KKR manages and sponsors a group of private equity funds and co-investment vehicles that invest capital for long-term appreciation, either through controlling ownership of a company or strategic minority positions. The Company operates and reports its combined credit and hedge funds businesses through the Public Markets segment. Its Capital Markets segment consists primarily of the Company’s global capital markets business. Through Principal Activities segment, the Company manages its firm’s assets and deploys capital.

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