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Filing Details

Accession Number:: 0001140361-19-001519
Form Type:: 13G Filing
Publication Date:: 2019-01-24 17:20:29

Filed By:: Kkr Fund Holdings L.p.
Company:: Science Applications International Corp (NYSE:SAIC)
Filing Date:: 2019-01-24
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
KKR	3,649,792	0	3,649,792	0	3,649,792	6.2%
OPERF Co-Investment	68,977	0	68,977	0	68,977	0.1%
KKR Associates	3,718,769	0	3,718,769	0	3,718,769	6.3%
KKR	3,718,769	0	3,718,769	0	3,718,769	6.3%
	205,680	0	205,680	0	205,680	0.3%
KKR Associates	205,680	0	205,680	0	205,680	0.3%
KKR	205,680	0	205,680	0	205,680	0.3%
KKR Partners III	107,752	0	107,752	0	107,752	0.2%
KKR III GP	107,752	0	107,752	0	107,752	0.2%
KKR Fund Holdings	3,924,449	0	3,924,449	0	3,924,449	6.6%
KKR Fund Holdings GP Limited	3,924,449	0	3,924,449	0	3,924,449	6.6%
KKR Group Holdings Corp	3,924,449	0	3,924,449	0	3,924,449	6.6%
KKR Co. Inc	3,924,449	0	3,924,449	0	3,924,449	6.6%
KKR Management	3,924,449	0	3,924,449	0	3,924,449	6.6%
Henry R. Kravis	0	4,032,201	0	4,032,201	4,032,201	6.8%
George R. Roberts	0	4,032,201	0	4,032,201	4,032,201	6.8%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Science Applications International Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

808625107

(CUSIP Number)

January 14, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR 2006 Fund L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,649,792

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,649,792

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,649,792

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	OPERF Co-Investment LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			68,977

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			68,977

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	68,977

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Associates 2006 L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,718,769

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,718,769

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,718,769

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR 2006 GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,718,769

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,718,769

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,718,769

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	8 North America Investor L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			205,680

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			205,680

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	205,680

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Associates 8 NA L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			205,680

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			205,680

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	205,680

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR 8 NA Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			205,680

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			205,680

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	205,680

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Partners III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			107,752

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			107,752

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	107,752

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR III GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			107,752

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			107,752

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	107,752

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Fund Holdings L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,924,449

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,924,449

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,924,449

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Fund Holdings GP Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,924,449

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,924,449

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,924,449

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Group Holdings Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,924,449

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,924,449

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,924,449

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR & Co. Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,924,449

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,924,449

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,924,449

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	KKR Management LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,924,449

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			3,924,449

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,924,449

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	Henry R. Kravis

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			4,032,201

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			4,032,201

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,032,201

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 808625107

13G

1	NAME OF REPORTING PERSON
	George R. Roberts

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			4,032,201

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			4,032,201

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,032,201

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 808625107

13G

STATEMENT ON SCHEDULE 13G

Pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.0001 per share (“Common Stock”), of Science Applications International Corporation (the “Issuer”).

Item 1.

(a)

Name of Issuer:

Science Applications International Corporation

(b)

Address of Issuer’s Principal Executive Offices:

12010 Sunset Hills Road, Reston, Virginia 20190

Item 2.

(a)

Name of Person Filing:

KKR 2006 Fund L.P.

OPERF Co-Investment LLC

KKR Associates 2006 L.P.

KKR 2006 GP LLC

8 North America Investor L.P.

KKR Associates 8 NA L.P.

KKR 8 NA Limited

KKR Partners III, L.P.

KKR III GP LLC

KKR Fund Holdings L.P.

KKR Fund Holdings GP Limited

KKR Group Holdings Corp.

KKR & Co. Inc.

KKR Management LLC

Henry R. Kravis

George R. Roberts

(b)

Address of Principal Business Office, or, if none, Residence:

The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(c)

Citizenship:

See Item 4 of each cover page.

(d)

Title of Class of Securities:

Common stock, par value $0.0001 per share.

(e)

CUSIP Number:

808625107

Item 3.

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

The ownership percentages set forth below are based on 59,184,642 shares of Common Stock outstanding as of January 14, 2019, based on information provided by the Issuer.

KKR 2006 Fund L.P. holds 3,649,792 shares of Common Stock, or 6.2% of the outstanding shares of Common Stock. OPERF Co-Investment LLC holds 68,977 shares of Common Stock, or 0.1% of the outstanding shares of Common Stock. Each of KKR Associates 2006 L.P. (as the general partner of KKR 2006 Fund L.P. and the manager of OPERF Co-Investment LLC) and KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by KKR 2006 Fund L.P. and OPERF Co-Investment LLC, but each disclaims beneficial ownership of such shares.

8 North America Investor L.P. holds 205,680 shares of Common Stock, or 0.3% of the outstanding shares of Common Stock. Each of KKR Associates 8 NA L.P. (as the general partner of 8 North America Investor L.P.), and KKR 8 NA Limited (as the general partner of 8 North America Investor L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by 8 North America Investor L.P., but each disclaims beneficial ownership of such shares.

KKR Partners III, L.P. holds 107,752 shares of Common Stock, or 0.2% of the outstanding shares of Common Stock. KKR III GP LLC (as the general partner of KKR Partners III, L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by 8 North America Investor L.P., but disclaims beneficial ownership of such shares.

Each of KKR Fund Holdings L.P. (as the designated member of KKR Associates 2006 L.P. and the sole shareholder of KKR 8 NA Limited); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings Corp. (as the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); and KKR Management LLC (as the controlling shareholder of KKR & Co. Inc.) may also be deemed to be the beneficial owner of the securities held by KKR 2006 Fund L.P., OPERF Co-Investment LLC and 8 North America Investor L.P., but each disclaims beneficial ownership of such shares.

Each of Henry R. Kravis and George R. Roberts (as the designated members of KKR Management LLC and the managing members of KKR III GP LLC) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned KKR 2006 Fund L.P., OPERF Co-Investment LLC, 8 North America Investor L.P. and KKR Partners III, L.P., but each disclaims beneficial ownership of such shares.

(b)

Percent of class:

See Item 4(a) above.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote

See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of

See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of

See Item 8 of each cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 24, 2019

	KKR 2006 FUND L.P.
	By: KKR Associates 2006 L.P., its general partner By: KKR 2006 GP LLC, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	OPERF CO-INVESTMENT LLC
	By: KKR Associates 2006 L.P., its general partner By: KKR 2006 GP LLC, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR ASSOCIATES 2006 L.P.
	By: KKR 2006 GP LLC, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR 2006 GP LLC

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	8 NORTH AMERICA INVESTOR L.P.
	By: KKR Associates 8 NA L.P., its general partner
	By: KKR 8 NA Limited, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Director

	KKR ASSOCIATES 8 NA L.P.
	By: KKR 8 NA Limited, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Director

	KKR 8 NA LIMITED

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Director

	KKR PARTNERS III, L.P.
	By: KKR III GP LLC, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Authorized Signatory

	KKR III GP LLC

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Authorized Signatory

	KKR FUND HOLDINGS L.P.
	By: KKR Group Holdings Corp., a general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR FUND HOLDINGS GP LIMITED

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Director

	KKR GROUP HOLDINGS CORP.

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR & CO. INC.

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR MANAGEMENT LLC

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	HENRY R. KRAVIS

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact

	GEORGE R. ROBERTS

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact

EXHIBITS

Exhibit Number		Title

1		Joint Filing Agreement, dated as of January 24, 2019, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

2		Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek