Sec Form 3 Filing - KKR Fund Holdings L.P. @ FISERV INC - 2019-07-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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 Fund Holdings L.P.
2. Issuer Name and Ticker or Trading Symbol
FISERV INC [ FISV]
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., 9 WEST 57TH STREET, SUITE 4200
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2019
(Street)
NEW YORK, NY10019
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 110,425,667 ( 1 ) I See footnotes ( 2 ) ( 3 ) ( 4 )
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 Fund Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR Fund Holdings GP Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR Group Holdings Corp.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR & Co. Inc.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KRAVIS HENRY R
C/O KKR & CO. INC.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
ROBERTS GEORGE R
C/O KKR & CO. INC.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
Signatures
KKR FUND HOLDINGS L.P.By: KKR Group Holdings Corp.,a general partnerBy: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 08/06/2019
Signature of Reporting Person Date
KKR FUND HOLDINGS GP LIMITEDBy: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact for William J. Janetschek, Director 08/06/2019
Signature of Reporting Person Date
KKR GROUP HOLDINGS CORP.By: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 08/06/2019
Signature of Reporting Person Date
KKR & CO. INC.By: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 08/06/2019
Signature of Reporting Person Date
KKR MANAGEMENT LLCBy: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 08/06/2019
Signature of Reporting Person Date
HENRY R. KRAVISBy: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact 08/06/2019
Signature of Reporting Person Date
GEORGE R. ROBERTSBy: /s/ Terence GallagherName: Terence GallagherTitle: Attorney-in-fact 08/06/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 16, 2019, by and among Fiserv, Inc. (the "Issuer"), 300 Holdings, Inc. ("Merger Sub"), a wholly owned subsidiary of the Issuer and First Data Corporation ("First Data"), pursuant to which Merger Sub merged with and into the First Data, with First Data continuing as the surviving corporation and an indirect wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of First Data common stock converted into the right to receive 0.303 of a share of common stock, par value $0.01 per share, ("Common Stock") of the Issuer.
( 2 )Shares of Common Stock of the Issuer are held by New Omaha Holdings L.P.
( 3 )New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the sole member of New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the Class B common stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
( 4 )Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. 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, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:
Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, New Omaha Holdings L.P., New Omaha Holdings LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P. and KKR 2006 GP LLC have filed a separate Form 3.Exhibit 24: Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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