Sec Form 4 Filing - Janetschek William J @ KKR & Co. L.P. - 2017-05-31

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 Janetschek William J 2. Issuer Name and Ticker or Trading Symbol KKR & Co. L.P. [ KKR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O KKR & CO. L.P.,, 9 WEST 57TH STREET, 42ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2017 (Street) NEW YORK, NY10019 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

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 KKR Holdings L.P. Units ( 1 ) ( 1 ) 05/31/2017 J( 4 ) 2,475,000 ( 4 ) ( 1 ) ( 1 ) Common Units ( 1 ) 2,475,000 ( 4 ) ( 5 ) 2,500,000 ( 2 ) ( 3 ) I See footnote ( 3 ) KKR Holdings L.P. Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Units ( 1 ) 1,050,000 1,050,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Janetschek William J C/O KKR & CO. L.P., 9 WEST 57TH STREET, 42ND FLOOR NEW YORK, NY10019 Chief Financial Officer Signatures /s/ Christopher Lee, Attorney in Fact 06/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an exchange agreement as contemplated by KKR & Co. L.P.'s prospectus dated September 21, 2011, filed with the Securities and Exchange Commission on September 23, 2011, units of KKR Holdings L.P. are exchangeable for KKR Group Partnership Units (which term refers collectively to Class A partner interests in each of KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR International Holdings L.P.) on a one-for-one basis, and KKR Group Partnership Units are exchangeable for common units of KKR & Co. L.P. on a one-for-one basis. ( 2 )Reflects a transfer of 2,500,000 KKR Holdings L.P. units from the Reporting Person to a limited partnership whose general partner is a limited liability company over which the Reporting Person has investment discretion (the "Partnership"). This transfer, which was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act, merely changed the form of the Reporting Person's pecuniary interest in such securities from direct to indirect. ( 3 )These securities are held by the Partnership. The number reported reflects the aggregate number of units of KKR Holdings L.P. held by the Partnership. ( 4 )On May 31, 2017, for estate planning purposes, the Reporting Person transferred certain limited partner interests in the Partnership, to a trust (the "Trust") of which the Reporting Person is not a trustee. The number reported reflects the number of units of KKR Holdings L.P. held by the Partnership that corresponds to the limited partner interests transferred to the Trust on such date. ( 5 )In connection with the transfer to the Trust described above, the Trust executed a promissory note payable to the Reporting Person in an aggregate amount of $28,101,472, based on an estimated appraised value of the limited partnership interests in the Partnership transferred, subject to receipt of the final valuation of such interest.

Remarks: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly beneficially owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.

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 4(b)(v).

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