Sec Form 4/A Filing - COOPERMAN LEON G @ KKR Financial Holdings LLC - 2012-11-28

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FORM 4/A
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
COOPERMAN LEON G
2. Issuer Name and Ticker or Trading Symbol
KKR Financial Holdings LLC [ KFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2700 NORTH MILITARY TRAIL, SUITE 230
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2012
(Street)
BOCA RATON, FL33301
4. If Amendment, Date Original Filed (MM/DD/YY)
01/07/2013
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 Stock 11/28/2012 G( 1 ) 1,000,000 ( 1 ) D $ 0 1,500,000 D
Common Stock 12/20/2012 G( 1 ) 1,500,000 ( 1 ) D $ 0 0 D
Common Stock 11/28/2012 G( 1 ) 1,000,000 ( 1 ) A $ 0 1,200,000 I Cooperman Foundation ( 2 )
Common Stock 12/28/2012 G( 1 ) 1,500,000 ( 1 ) A $ 0 2,700,000 I Cooperman Foundation ( 2 )
Common Stock 01/03/2013 S 243,500 D $ 10.83 ( 3 ) 5,675,869 I Managed Accounts ( 4 )
Common Stock 01/04/2013 S 251,000 D $ 10.82 ( 3 ) 5,424,869 I Managed Accounts ( 4 )
Common Stock 7,963,954 I Investment Entities ( 5 )
Common Stock 10,360 I JCF Metrowest Foundation ( 6 )
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
$1,000,000 7.5% convertible note due 2017 $ 7.05 ( 7 ) 01/15/2017 Common Stock 141,286 141,286 I Son ( 8 )
$4,000,000 7.5% convertible note due 2017 $ 7.05 ( 7 ) 01/15/2017 Common Stock 567,302 567,302 I Trust FBO Michael S. Cooperman ( 9 )
$6,000,000 7.5% convertible note due 2017 $ 7.05 ( 7 ) 01/15/2017 Common Stock 850,924 850,924 D
$400,000 7.5% convertible note due 2017 $ 7.05 ( 7 ) 01/15/2017 Common Stock 56,730 56,730 I NJ Performing Arts Foundation ( 10 )
$600,000 7.5% convertible notes due 2017 $ 7.05 ( 7 ) 01/15/2017 Common Stock 85,095 85,095 I Omega Charitable Partnership, LP ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COOPERMAN LEON G
2700 NORTH MILITARY TRAIL
SUITE 230
BOCA RATON, FL33301
X
Signatures
Alan M. Stark POA on file 01/23/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Charitable Gift by Leon Cooperman to the Leon & Toby Cooperman Foundation.
( 2 )The securities are held in the account of the Leon & Toby Cooperman Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 3 )Represents weighted average purchase price. Full information regarding the number of shares purchased at each separate price will be provided by the reporting person upon request to the staff of the SEC, the Issuer, or a security holder of the Issuer.
( 4 )The securities are held in managed accounts over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 5 )The securities are held in the accounts of private investment entities over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary int erest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 6 )The securities are held in the account of the JCF Metrowest Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 7 )The Notes are convertible at any time prior to the close of business on the business day preceding (i) any redemption of the notes; to the extent such notes are called for redemption, (ii) any termination of conversion rights or (iii) the stated maturity date, January 15, 2017.
( 8 )The securities are held in the account of Michael S. Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 9 )The securities are held in the trust account for the benefit of Michael S. Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 10 )The securities are held in the account of the NJ Performing Arts Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 11 )The securities are held in the account of the Omega Charitable Partnership LP over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

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