Sec Form 4 Filing - Finigan Vincent Paul JR @ KKR Financial Holdings LLC - 2014-04-30

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Finigan Vincent Paul JR
2. Issuer Name and Ticker or Trading Symbol
KKR Financial Holdings LLC [ KFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KKR FINANCIAL HOLDINGS LLC, 555 CALIFORNIA STREET, 50TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2014
(Street)
SAN FRANCISCO, CA94104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Shares 04/30/2014 D 12,607 ( 1 ) D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Phantom Shares ( 4 ) 04/30/2014 D 90,764 ( 5 ) ( 4 ) ( 4 ) Common Shares 90,764 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Finigan Vincent Paul JR
C/O KKR FINANCIAL HOLDINGS LLC
555 CALIFORNIA STREET, 50TH FLOOR
SAN FRANCISCO, CA94104
X
Signatures
/s/ Vincent Paul Finigan, Jr. 05/02/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 6,548 unvested restricted common shares.
( 2 )Pursuant to the terms of the Agreement and Plan of Merger, made and entered into as of December 16, 2013, by and among KKR & Co. L.P., KKR Fund Holdings L.P., Copal Merger Sub LLC and the Issuer, Copal Merger Sub LLC was merged with and into the Issuer. Upon the consummation of the merger, each outstanding common share held by the reporting person was automatically converted into the right to receive 0.51 common units of KKR & Co. L.P.
( 3 )Upon the consummation of the merger, each outstanding restricted common share held by the reporting person was automatically converted into 0.51 restricted common units of KKR & Co. L.P. having the same terms and conditions, including with respect to vesting, as applied immediately prior to the consummation of the merger. Pursuant to the terms of the Issuer's 2007 Share Incentive Plan and the associated share award agreement, upon the reporting person's resignation as a director of the Issuer, which became effective upon the consummation of the merger, each restricted common unit of KKR & Co. L.P. received by the reporting person in the merger was automatically canceled and forfeited for no value.
( 4 )Each phantom share is the economic equivalent of one common share. The phantom shares become payable, in cash or common shares, at the election of the Issuer, upon the earlier of (i) the first day of January following the reporting person's termination of service as a director or (ii) an election date pre-selected by the reporting person, and in any event in cash or common shares, at the election of the reporting person, upon the occurrence of a change in control of the Issuer. The merger did not constitute a change in control of the Issuer for this purpose.
( 5 )Includes 7,990 restricted phantom shares.
( 6 )Upon the consummation of the merger, each phantom share under the Issuer's Non-Employee Directors' Deferred Compensation and Share Award Plan (the "Deferred Compensation Plan") held by the reporting person was automatically converted into a phantom share in respect of 0.51 common units of KKR & Co. L.P. and otherwise remained subject to the terms of the Deferred Compensation Plan. Pursuant to the terms of Deferred Compensation Plan and the associated award agreement, upon the reporting person's resignation as a director of the Issuer, which became effective upon the consummation of the merger, each restricted phantom share held by the reporting person was automatically canceled and forfeited for no value.

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