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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Oversubscription Privilege (contingent right to buy) | (1) (2) | 11/27/2017(1)(2)(3)(4) | X | 833 | 10/19/2017 | 11/17/2017 | Common Stock | 833 | (1) (2) (3) (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAHILL MICHAEL E C/O KKR CREDIT ADVISORS (US) LLC 555 CALIFORNIA STREET, 50TH FLOOR SAN FRANCISCO, CA 94104 |
X | |||
| /s/ Nicole J. Macarchuk, Attorney-in-fact | 12/01/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On October 11, 2017, KKR Income Opportunities Fund (the "Fund") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Fund's common shares, as of the record date of October 19, 2017 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 5,085,079 of the Fund's common shares. Record Date Shareholders received one Right for each outstanding whole common share held on the record date. The Rights entitle their holders to purchase one new common share for every three Rights held. The subscription price per common share was $14.87 (the "basic subscription privilege"). The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $14.87 per common share, additional common shares of the Fund, (continued in footnote 2) |
| (2) | subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The subscription rights expired on November 17, 2017 at 5:00 p.m. Eastern time. |
| (3) | Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privileges based on the number of common shares of the Fund each of those Rights holders owned on the record date and subject to the amount of shares such holder subscribed for. On November 9, 2017, the reporting person exercised his basic subscription rights and oversubscription privileges in full to purchase common shares of the Fund issued in the Rights Offering. The reporting person purchased 1,167 common shares of the Fund from the exercise of his basic subscription rights (previously reported in a Form 4 filed on November 13, 2017), plus an additional 833 common shares of the Fund pursuant to the oversubscription privileges associated with the reporting person's subscription rights on the basis of the Fund's allocation of common shares, (continued in footnote 4) |
| (4) | as of the closing of the subscription period. On November 27, 2017, the third-party subscription agent for the Rights Offering determined the allocations to be made to the Record Date Shareholders who exercised their oversubscription privileges. |