Filing Details

 

STATEMENT ON SCHEDULE 13G

This is Amendment No. 2 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018, as previously amended on February 13, 2019.  Pursuant to Rule 13d-1(d) 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 $0.01 per share (“Common Stock”), of Gardner Denver Holdings, Inc. (the “Issuer”).

Item 1.

(a)

Name of Issuer:

Gardner Denver Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

222 East Erie Street, Suite 500, Milwaukee, Wisconsin 53202

Item 2.

(a)

Name of Person Filing:

KKR Renaissance Aggregator L.P.

KKR Renaissance Aggregator GP LLC (“KKR Renaissance GP”)

KKR North America Fund XI L.P. (“KKR North America Fund XI”)

KKR Associates North America XI L.P. (“KKR Associates North America”)

KKR North America XI Limited (“KKR North America Limited”)

KKR Group Partnership L.P. (“KKR Group Partnership”)

KKR Group Holdings Corp. (“KKR Group Holdings”)

KKR & Co. Inc. (“KKR & Co.”)

KKR Management LLP (“KKR Management”)

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 $0.01 per share.

(e)

CUSIP Number:

36555P107

Item 3.

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

KKR Renaissance Aggregator L.P. holds 70,671,135 shares of Common Stock, or 34.5% of the outstanding shares of Common Stock based on 204,632,831 shares of Common Stock outstanding as of October 23, 2019, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on October 30, 2019.

Each of KKR Renaissance GP (as the general partner of KKR Renaissance Aggregator L.P.); KKR North America Fund XI (as the sole member of KKR Renaissance GP); KKR Associates North America (as the general partner of KKR North America Fund XI); KKR North America Limited (as the general partner of KKR Associates North America); KKR Group Partnership (as the sole shareholder of KKR North America Limited); KKR Group Holdings (as the general partner of KKR Group Partnership); KKR & Co. (as the sole shareholder of KKR Group Holdings); and KKR Management (as the Class B common stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR Renaissance Aggregator L.P.

KKR Renaissance GP, KKR North America Fund XI, KKR Associates North America, KKR North America Limited, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the founding partners of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by KKR Renaissance Aggregator L.P. but disclaim beneficial ownership of such securities.

(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:  ☐

In connection with an internal reorganization that became effective on January 1, 2020, among other things, (i) KKR Fund Holdings GP Limited, a former general partner of KKR Fund Holdings L.P., was dissolved and therefore is no longer a Reporting Person on this Schedule 13G and (ii) KKR Fund Holdings L.P. was renamed KKR Group Partnership L.P.

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.

Not applicable.

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: February 14, 2020

EXHIBITS

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