Filing Details

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1	NAMES OF REPORTING PERSONS
	KKR Renaissance Aggregator 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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			44,788,635
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			44,788,635
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,788,635
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	KKR North America Fund XI 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
			44,788,635
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			44,788,635
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,788,635
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

STATEMENT ON SCHEDULE 13G

This is Amendment No. 3 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018, as previously amended on February 13, 2019 and February 14, 2020.  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 Ingersoll Rand Inc. (f/k/a Gardner Denver Holdings, Inc.) (the “Issuer”).

Item 2.

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.

30 Hudson Yards

New York, NY 10001

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.

45687V106

Item 3.

Not applicable.

(a)

Amount beneficially owned:

KKR Renaissance Aggregator L.P. holds 44,788,635 shares of Common Stock, or 10.7% of the outstanding shares of Common Stock based on 417,655,630 shares of Common Stock outstanding as of October 30, 2020, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 3, 2020.

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 Series I preferred 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:

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 12, 2021

 

EXHIBITS

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