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Filing Details

Accession Number:: 0001104659-17-055484
Form Type:: 13D Filing
Publication Date:: 2017-09-05 16:30:42

Filed By:: Kkr Fund Holdings L.p.
Company:: Sentio Healthcare Properties Inc
Filing Date:: 2017-09-05
SEC Url:: 13D 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
Sentinel RE Investment Holdings	0	0	0	0	0	0.0%
Sentinel RE Investment Holdings GP	0	0	0	0	0	0.0%
KKR REPA AIV-1	0	0	0	0	0	0.0%
KKR Associates REPA	0	0	0	0	0	0.0%
KKR REPA GP	0	0	0	0	0	0.0%
KKR Fund Holdings	0	0	0	0	0	0.0%
KKR Fund Holdings GP Limited	0	0	0	0	0	0.0%
KKR Group Holdings	0	0	0	0	0	0.0%
KKR Group Limited	0	0	0	0	0	0.0%
KKR Co	0	0	0	0	0	0.0%
KKR Management	0	0	0	0	0	0.0%
Henry R. Kravis	0	0	0	0	0	0.0%
George R. Roberts	0	0	0	0	0	0.0%

Filing

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

Sentio Healthcare Properties, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

817304108

(CUSIP Number)

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Telephone: (212) 750-8300

with a copy to:

Gary Horowitz, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-7113

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 31, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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).

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sentinel RE Investment Holdings LP

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sentinel RE Investment Holdings GP LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR REPA AIV-1 L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Associates REPA L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR REPA GP LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Fund Holdings L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Fund Holdings GP Limited

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Group Holdings L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Group Limited

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR & Co. L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) KKR Management LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Henry R. Kravis

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 817304108

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) George R. Roberts

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 0

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person (See Instructions) IN

This Amendment No. 11 supplements and amends the Schedule 13D filed on October 28, 2013 by the Reporting Persons (as defined below), as amended by Amendment No. 1 to the Schedule 13D filed on December 9, 2013, as amended by Amendment No. 2 to the Schedule 13D filed on April 9, 2014, as amended by Amendment No. 3 to the Schedule 13D filed on June 18, 2014, as amended by Amendment No. 4 to the Schedule 13D filed on August 15, 2014, as amended by Amendment No. 5 to the Schedule 13D filed on November 18, 2014, as amended by Amendment No. 6 to the Schedule 13D filed on December 18, 2014, as amended by Amendment No. 7 to the Schedule 13D filed on December 31, 2014, as amended by Amendment No. 8 to the Schedule 13D filed on January 22, 2015, as amended by Amendment No. 9 to the Schedule 13D filed on May 28, 2015, as amended by Amendment No. 10 to the Schedule 13D filed on May 9, 2017 (as so amended, the Schedule 13D), relating to the common stock, $0.01 par value per share (Common Stock), of Sentio Healthcare Properties, Inc., a Maryland corporation (the Issuer). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 11 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

This statement on Schedule 13D is being filed by:

(i) Sentinel RE Investment Holdings LP, a Delaware limited partnership (Sentinel LP);

(ii) Sentinel RE Investment Holdings GP LLC, a Delaware limited liability company (Sentinel General Partner);

(iii) KKR REPA AIV-1 L.P., a Delaware limited partnership (KKR REPA AIV-1 Fund);

(iv) KKR Associates REPA L.P., a Delaware limited partnership (KKR Associates REPA);

(v) KKR REPA GP LLC, a Delaware limited liability company (KKR REPA GP);

(vi) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership (KKR Fund Holdings);

(vii) KKR Fund Holdings GP Limited, a Cayman Islands limited company (KKR Fund Holdings GP);

(viii) KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (KKR Group Holdings);

(ix) KKR Group Limited, a Cayman Islands limited company (KKR Group);

(x) KKR & Co. L.P., a Delaware limited partnership (KKR & Co.);

(xi) KKR Management LLC, a Delaware limited liability company (KKR Management);

(xii) Henry R. Kravis, a United States citizen; and

(xiii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the Reporting Persons).

Item 4. Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following immediately prior to the last paragraph thereof:

KAREP Master JV, LLC (Parent), KAREP Acquisitions Vehicle, LLC, a wholly owned subsidiary of Parent (Merger Sub), the Issuer, Sentio Partnership and the Advisor (solely in its capacity as the Stockholders Representative (as defined in the Merger Agreement)), entered into an Agreement and Plan of Merger, dated as of May 3, 2017 (the Merger Agreement), which provides, among other things, for the merger of the Issuer with and into Merger Sub (the Merger), with Merger Sub to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement. The Merger closed on August 31, 2017.

Pursuant to the MCA Agreement (as defined in Item 6 of this Schedule 13D), Sentinel LP received in the Merger: (a) an aggregate of $100,000 in cash for the 1,000 Series C Preferred Shares held by Sentinel LP ($100 per share), and (b) an aggregate of $220,989,221 in cash for the 1,586,260 Series B Preferred Units held by Sentinel LP (approximately $139.31 per unit).

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b). None of the Reporting Persons and, to the knowledge of each Reporting Person each other person described in Item 2 hereof, beneficially owns any shares of Common Stock.

(c) Except as set forth in this Statement, none of the Reporting Persons and, to the knowledge of each Reporting Person each other person described in Item 2 hereof, has effected any transactions in shares of Common Stock in the past 60 days.

(d) Not applicable.

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock on August 31, 2017.

SIGNATURE

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

Dated: September 5, 2017

		SENTINEL RE INVESTMENT HOLDINGS LP

	By:	Sentinel RE Investment Holdings GP LLC, its general partner

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


		SENTINEL RE INVESTMENT HOLDINGS GP LLC

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


		KKR REPA AIV-1 L.P.

	By:	KKR Associates REPA L.P., it general partner

	By:	KKR REPA 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 REPA L.P.

	By:	KKR REPA GP LLC, its general partner

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


		KKR REPA GP LLC

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

		KKR FUND HOLDINGS L.P.

	By:	KKR Fund Holdings GP Limited, a general partner


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


		KKR FUND HOLDINGS GP LIMITED

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


		KKR GROUP HOLDINGS L.P.

	By:	KKR Group Limited, its general partner

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


		KKR GROUP LIMITED

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

		KKR & CO. L.P.

	By:	KKR Management LLC, its general partner

	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