Sec Form 4 Filing - KKR Renaissance Aggregator L.P. @ Ingersoll Rand Inc. - 2021-05-13

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
KKR Renaissance Aggregator L.P.
2. Issuer Name and Ticker or Trading Symbol
Ingersoll Rand Inc. [ IR]
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)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2021
(Street)
NEW YORK, NY10001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/13/2021 S 14,924,081 D $ 48.57 ( 1 ) 29,864,554 I See footnotes ( 2 ) ( 3 ) ( 7 )
Common Stock 05/13/2021 J( 4 ) 75,919 D $ 0 29,788,635 I See footnotes ( 2 ) ( 3 ) ( 7 )
Common Stock 17,455 ( 5 ) I See footnote ( 5 ) ( 7 )
Common Stock 7,103 ( 6 ) I See footnotes ( 6 ) ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KKR Renaissance Aggregator L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Renaissance Aggregator GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR North America Fund XI L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Associates North America XI L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR North America XI Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
Signatures
KKR RENAISSANCE AGGREGATOR L.P.By: KKR Renaissance Aggregator GP LLC, its general partnerBy: /s/ Terence P. Gallagher Name: Terence P. GallagherTitle: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 05/17/2021
Signature of Reporting Person Date
KKR RENAISSANCE AGGREGATOR GP LLCBy: /s/ Terence P. Gallagher Name: Terence P. GallagherTitle: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 05/17/2021
Signature of Reporting Person Date
KKR NORTH AMERICA FUND XI L.P.By: KKR Associates North America XI L.P., its GPBy: KKR North America XI Limited, its general partnerBy: /s/ Terence P. Gallagher Name: Terence P. GallagherTitle: Attorney-in-fact for Robert H. Lewin, Director 05/17/2021
Signature of Reporting Person Date
KKR ASSOCIATES NORTH AMERICA XI L.P.By: KKR North America XI Limited, its general partnerBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for Robert H. Lewin, Director 05/17/2021
Signature of Reporting Person Date
KKR NORTH AMERICA XI LIMITEDBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for Robert H. Lewin, Director 05/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $49.00 secondary public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of Ingersoll Rand Inc. (the "Issuer"), less the underwriting discount of $0.43 per share for shares sold pursuant to an underwritten public offering.
( 2 )These securities of Ingersoll Rand Inc. are held by KKR Renaissance Aggregator L.P. The general partner of KKR Renaissance Aggregator L.P. is KKR Renaissance Aggregator GP LLC. The sole member of KKR Renaissance Aggregator GP LLC is KKR North America Fund XI L.P. The general partner of KKR North America Fund XI L.P. is KKR Associates North America XI L.P. The general partner of KKR Associates North America XI L.P. is KKR North America XI Limited. The sole shareholder of KKR North America XI Limited is KKR Group Partnership L.P.
( 3 )KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
( 4 )Represents distributions of such shares in connection with the sale reported herein by KKR Renaissance Aggregator L.P. and certain of its affiliates to their respective partners and shareholders as in-kind distributions. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of common stock.
( 5 )Represents shares of Common Stock held by Henry R. Kravis immediately following the receipt of such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 6 )Represents shares of Common Stock held in a trust immediately following the receipt of such shares in connection with the distributions of shares of Common Stock reported above. Such trust is revocable by George R. Roberts during his life. Mr. Roberts is the sole beneficiary and the sole trustee of this trust. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 7 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:
Following the transactions reported herein, KKR Renaissance Aggregator L.P. holds shares of Common Stock representing less than 10% of the outstanding Common Stock of the Issuer. However, KKR Renaissance Aggregator L.P.. may be deemed to beneficially own the 15,000,000 shares disposed of after the record date for the Issuer's annual meeting of shareholders to be held on June 16, 2021 solely with respect to the right to vote such shares of Common Stock at the annual meeting.Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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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