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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our common stock and KKR Group Partnership Units that are, together with shares of our Series II preferred stock, exchangeable for shares of our common stock by:

  • each person known to us to beneficially own more than 5% of any class of our outstanding voting securities based on our review of filings with the SEC;

  • each of our directors, persons chosen to become a director and named executive officers; and

  • our directors and named executive officers as a group.

The numbers of shares of common stock and KKR Group Partnership Units and shares of Series II preferred stock outstanding and the percentage of beneficial ownership are based on 591,145,410 shares of common stock issued and outstanding and 258,726,163 KKR Group Partnership Units that, together with shares of our Series II preferred stock, are exchangeable for shares of our common stock as of February 24, 2022. Beneficial ownership is in each case determined in accordance with the rules of the SEC, and includes equity securities of which that person has the right to acquire beneficial ownership within 60 days of February 24, 2022. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

Common Stock Beneficially OwnedKKR Group Partnership Units and Series II Preferred Stock Beneficially Owned (1)(2)Percentage of Combined Common Stock and Series II Preferred Stock Beneficially Owned
Name (3)NumberPercentNumberPercentPercent (4)
KKR Holdings (5)——258,726,163100.0%30.4%
BlackRock, Inc. (6)39,150,2556.6——4.6
The Vanguard Group Inc. (7)33,016,2815.6——3.9
Henry R. Kravis (5)7,947,9601.3258,726,163100.031.4
George R. Roberts (5)6,721,4321.1258,726,163100.031.2
Joseph Y. Bae3,863,405*12,347,3974.81.9
Scott C. Nuttall2,514,675*15,681,2946.12.1
Adriane M. Brown785*——*
Matthew R. Cohler68,127*——*
Mary N. Dillon16,505*——*
Joseph A. Grundfest82,979*——*
Arturo Gutiérrez Hernández1,900*——*
John B. Hess10,979*——*
Dane E. Holmes1,900*——*
Xavier B. Niel19,393*——*
Patricia F. Russo75,979*——*
Thomas M. Schoewe83,579*——*
Robert W. Scully163,979*——*
Evan T. Spiegel—————
Robert H. Lewin83,376*1,089,976**
David J. Sorkin——3,143,5931.2*
Directors and executive officers as a group (19 persons) (8)21,687,6093.7258,726,163100.0%33.0%

*Less than 1.0%.

(1)KKR Group Partnership Units held by KKR Holdings are exchangeable (together with the corresponding Series II preferred stock) for our common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and in compliance with the terms as described under "Certain Relationships and Related Transactions, and Director Independence—Exchange Agreement."

Beneficial ownership of KKR Group Partnership Units and Series II preferred stock reflected in this table has not also been reflected as beneficial ownership of our common stock for which such KKR Group Partnership Units and Series II preferred stock may be exchanged.

(2)On any matters that may be submitted to a vote of the holders of common stock, holders of Series II preferred stock are entitled to one vote per share of Series II preferred stock subject to adjustments as provided in our certificate of incorporation, and such holders are entitled to participate in the vote on the same basis as the holders of our common stock.

(3)The address of each director is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. The address of each executive officer, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001. The address of Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.

(4)This column assumes the exchange of KKR Group Partnership Units and Series II preferred stock into shares of common stock and a number of outstanding shares of common stock calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act.

(5)KKR Holdings owns, beneficially or of record, 258,726,163 exchangeable KKR Group Partnership Units and shares of Series II preferred stock. Our principals hold interests in KKR Holdings that entitle them to participate in the value of the KKR Group Partnership Units held by KKR Holdings. KKR Holdings is a limited partnership that is controlled by KKR Holdings GP Limited, its sole general partner, which has investment control over all KKR Group Partnership Units and shares of Series II preferred stock held by KKR Holdings and voting control over all shares of Series II preferred stock held by KKR Holdings. An affiliate of KKR Holdings also owns 2,677 shares of common stock previously held by KKR Holdings, which affiliate is controlled by KKR Holdings GP Limited, as its sole general partner, which has investment and voting control over all shares of common stock held by such affiliate. Messrs. Kravis and Roberts, by virtue of their rights under the organizational documents of KKR Holdings GP Limited (the general partner of KKR Holdings and such affiliate), may be deemed to share dispositive and/or voting power with respect to the KKR Group Partnership Units and shares of Series II preferred stock held by KKR Holdings and the common stock held by such affiliate. Each of Messrs. Kravis and Roberts disclaims beneficial ownership of KKR Group Partnership Units and shares of Series II preferred stock that may be deemed to be beneficially owned by him, except to the extent of his own pecuniary interest therein. Mr. Kravis disclaims beneficial ownership of KKR Group Partnership Units and shares of Series II preferred stock that may be deemed to be beneficially owned by him, except with respect to 72,814,740 KKR Group Partnership Units in which he and certain related entities he controls have a pecuniary interest. Mr. Roberts disclaims beneficial ownership of KKR Group Partnership Units and shares of Series II preferred stock that may be deemed to be beneficially owned by him, except with respect to 80,277,805 KKR Group Partnership Units in which he and certain related entities he controls have a pecuniary interest. The address of KKR Holdings is 30 Hudson Yards, New York, New York 10001.

(6)Based on a Schedule 13G filed with the SEC on February 8, 2022, BlackRock, Inc. reports it is the beneficial owner of 39,150,255 shares of common stock, with sole voting power over 35,297,173 shares of common stock, and sole dispositive power over 39,150,255 shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(7)Based on a Schedule 13G/A filed with the SEC on February 9, 2022, as of December 31, 2021, The Vanguard Group reports it is the beneficial owner of 33,016,281 shares of common stock, with sole dispositive power over 31,865,367 shares of common stock, shared voting power over 464,314 shares of common stock and shared dispositive power over 1,150,914 shares of common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(8)Shares of common stock include 33,333 shares of common stock underlying an executive officer's equity awards vesting within 60 days of February 24, 2022.

Securities Authorized for Issuance under Equity Compensation Plans

The table set forth below provides information concerning the awards that may be issued under our Equity Incentive Plans as of December 31, 2021.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)Weighted‑Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the first column) (2)
Equity Compensation Plans Approved by Security Holders56,452,235—70,812,698
Equity Compensation Plans Not Approved by Security Holders———
Total56,452,235—70,812,698

(1)Reflects the aggregate number of restricted stock units granted under our Equity Incentive Plans and outstanding as of December 31, 2021.

(2)The aggregate number of shares of common stock available under our 2019 Equity Incentive Plan is increased, on the first day of each fiscal year, by a number of shares of common stock equal to the positive difference, if any, between (x) 15% of the number of Diluted Common Shares outstanding at the close of business on the last day of the immediately preceding fiscal year minus (y) the number of shares of common stock available for issuance in respect of outstanding awards and the grant of future awards, in each case, under our 2019 Equity Incentive Plan as of the last day of such year, unless the Administrator in its sole discretion should decide to increase the number of shares of common stock available under the plan by a lesser amount on any such date. We have filed registration statements on Form S-8 under the Securities Act to register shares of common stock covered by our Equity Incentive Plans. Accordingly, upon issuance pursuant to our Equity Incentive Plans, these shares of common stock will be available for sale in the open market.

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