SEC Form SC 13D/A filed by FS KKR Capital Corp. (Amendment)

10/6/23 7:45:19 AM ET

$FSK

Investment Managers

Finance

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SC 13D/A 1 ef20011994_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

FS KKR Capital Corp.

(Name of Issuer)

Common stock, $0.001 par value

(Title of Class of Securities)

302635206

(CUSIP Number)

Noah Greenhill, Esq.

KKR Credit Advisors (US) LLC

30 Hudson Yards

New York, NY 10001

(212) 750-8300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 4, 2023

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR FSK Aggregator (UNLEV) L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			11,797,265

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			11,797,265

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,797,265

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR FSK II Aggregator (UNLEV) L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,046,909

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			4,046,909

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,046,909

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Alternative Assets L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			980,587

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			980,587

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	980,587

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR FSK Aggregator (UNLEV) GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,844,174

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			15,844,174

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,844,174

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Financial Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,844,174

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			15,844,174

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,844,174

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Credit Advisors (US) LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,844,174

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			15,844,174

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,844,174

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	Kohlberg Kravis Roberts & Co. L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,844,174

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			15,844,174

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,844,174

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR & Co. GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,844,174

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			15,844,174

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,844,174

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Holdco LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,844,174

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			15,844,174

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,844,174

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Alternative Assets Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			980,587

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			980,587

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	980,587

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Group Assets Holdings II L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			980,587

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			980,587

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	980,587

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Group Assets II GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			980,587

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			980,587

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	980,587

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Group Partnership L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			16,824,761

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			16,824,761

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Group Holdings Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			16,824,761

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			16,824,761

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Group Co. Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			16,824,761

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			16,824,761

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR & Co. Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			16,824,761

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			16,824,761

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	KKR Management LLP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			16,824,761

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			16,824,761

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


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
			16,824,761

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			16,824,761

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 302635206

1	NAMES OF REPORTING PERSONS
	George R. Roberts

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


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
			16,824,761

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			16,824,761

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,824,761

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed on February 16, 2022, as amended by Amendment No. 1 filed on September 13, 2022 (as amended, the “Schedule 13D”) relating to shares of common stock, $0.001 par value per share (the “Common Stock”), of FS KKR Capital Corp., a Maryland corporation (the “Issuer”). The Issuer’s principal executive offices are located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as ascribed to such terms in the Schedule 13D.

Item 2.

Identity and Background.

Items 2 (b)-(e) of the Schedule 13D are hereby amended and restated as follows:

As of the date hereof, KKR FSK Aggregator (UNLEV) L.P. directly holds 11,797,265 shares of Common Stock of the Issuer, KKR FSK II Aggregator (UNLEV) L.P. directly holds 4,046,909 shares of Common Stock of the Issuer and KKR Alternative Assets L.P. directly holds 980,587 shares of Common Stock of the Issuer.

KKR FSK Aggregator (UNLEV) GP LLC is the general partner of KKR FSK Aggregator (UNLEV) L.P. and KKR FSK II Aggregator (UNLEV) L.P. KKR Financial Holdings LLC is the sole member of KKR FSK Aggregator (UNLEV) GP LLC. KKR Credit Advisors (US) LLC acts as an investment advisor to KKR FSK Aggregator (UNLEV) L.P. and KKR FSK II Aggregator (UNLEV) L.P. Kohlberg Kravis Roberts & Co. L.P. is the holder of all of the outstanding equity interests in KKR Credit Advisors (US) LLC. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC. The sole member of each of KKR Financial Holdings LLC and KKR Holdco LLC is KKR Group Partnership L.P.

The general partner of KKR Alternative Assets L.P. is KKR Alternative Assets Limited. KKR Alternative Assets Limited is wholly owned by KKR Group Assets Holdings II L.P. The general partner of KKR Group Assets Holdings II L.P. is KKR Group Assets II GP LLC. The sole member of KKR Group Assets II GP LLC is KKR Group Partnership L.P.

KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

Each of Joseph Bae, Scott Nuttall, Robert Lewin, Ryan Stork, and Kathryn King Sudol is a director and executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc. The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin and Stork and Ms. Sudol. The directors of KKR & Co. Inc. are listed on amended and restated Annex A attached hereto, which is incorporated herein by reference.

Each of Messrs. Bae, Nuttall, and Stork and Ms. Sudol is a United States citizen. Mr. Lewin is a Canadian citizen.

(b) The address of the business office of each of the Reporting Persons and the other individuals named in this Item 2, unless as otherwise noted below, is:

30 Hudson Yards

New York, New York 10001

The address of the principal business office of Messrs. Kravis, Bae, Nuttall, Lewin, and Stork and Ms. Sudol is:

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

30 Hudson Yards

New York, New York 10001

The address of the principal business office of Mr. Roberts is:

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

2800 Sand Hill Road, Suite 200

Menlo Park, California 94025

The address of the principal business office of KKR Credit Advisors (US) LLC is:

555 California Street, 50th Floor

San Francisco, California 94104

The address of the business office of each of the individuals listed on Annex A (other than Messrs. Kravis, Roberts, Bae, and Nuttall) is listed therein.

(c) Each of KKR Financial Holdings LLC, KKR Group Assets Holdings II L.P., KKR Holdco LLC, KKR Group Partnership L.P., KKR Group Co. Inc., KKR & Co. Inc., and KKR Management LLP is principally engaged as a holding company. Each of KKR FSK Aggregator (UNLEV) L.P., KKR FSK II Aggregator (UNLEV) L.P., and KKR Alternative Assets L.P. is principally engaged in making investments. Each of KKR FSK Aggregator (UNLEV) GP LLC, KKR Alternative Assets Limited, KKR Group Assets II GP LLC, KKR & Co. GP LLC, and KKR Group Holdings Corp. is principally engaged in being the general partner of its respective partnerships. Each of KKR Credit Advisors (US) LLC and Kohlberg Kravis Roberts & Co. L.P. is principally engaged in the investment management business.

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, and Stork and Ms. Sudol is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:

As previously disclosed, on September 9, 2022, KKR FSK Aggregator (UNLEV) L.P. and KKR FSK II Aggregator (UNLEV) L.P. entered into a 10b5-1 sales plan (the “10b5-1 Plan”) pursuant to which, over a period from October 10, 2022 through March 4, 2024 or an earlier date at which all shares of Common Stock under the 10b5-1 Plan have been sold, such persons may sell up to 11,797,265 and 6,949,129 shares of Common Stock, respectively, subject to certain pricing limits and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. The 10b5-1 Plan was terminated on August 28, 2023 at which time, KKR FSK Aggregator (UNLEV) L.P. and KKR FSK II Aggregator (UNLEV) L.P. entered into a new 10b5-1 sales plan (the “August 10b5-1 Plan”) pursuant to which, over the same period remaining under the terminated 10b5-1 Plan (through March 4, 2024 or an earlier date at which all shares of Common Stock under the August 10b5-1 Plan have been sold), such persons may sell up to the same aggregate number of shares covered by the terminated 10b5-1 Plan (11,797,265 and 4,591,362 shares of Common Stock, respectively), subject to certain pricing limits and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. The amount and timing of any sales, if any, may vary and will be determined based on market conditions, share price and other factors. The program will not require KKR FSK Aggregator (UNLEV) L.P. or KKR FSK II Aggregator (UNLEV) L.P. to sell any specific number of shares of Common Stock or at all, and may be modified, suspended or terminated at any time without notice.

The foregoing description of the August 10b5-1 Plan is qualified in its entirety by reference to the 10b5-1 Plan, which is filed as Exhibit F to this Schedule 13D and incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

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

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b). The Reporting Persons beneficially own an aggregate of 16,824,761 shares of Common Stock, representing 6.0% of the outstanding shares. The percentages of beneficial ownership in this Schedule 13D are based on 280,066,433 shares of Common Stock outstanding as of July 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer on August 7, 2023.

KKR FSK Aggregator (UNLEV) GP LLC (as the general partner of KKR FSK Aggregator (UNLEV) L.P. and KKR FSK II Aggregator (UNLEV) L.P.), KKR Financial Holdings LLC (as the sole member of KKR FSK Aggregator (UNLEV) GP LLC), KKR Credit Advisors (US) LLC (as the investment advisor to KKR FSK Aggregator (UNLEV) L.P. and KKR FSK II Aggregator (UNLEV) L.P.), Kohlberg Kravis Roberts & Co. L.P. (as the holder of all of the outstanding equity interests in KKR Credit Advisors (US) LLC), KKR & Co. GP LLC (as the general partner of Kohlberg Kravis Roberts & Co. L.P.), KKR Holdco LLC (as the sole member of KKR & Co. GP LLC), KKR Alternative Assets Limited (as the general partner of KKR Alternative Assets L.P.), KKR Group Assets Holding II L.P. (as the sole owner of KKR Alternative Assets Limited), KKR Group Assets II GP LLC (as the general partner of KKR Group Assets Holding II L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets II GP LLC and the sole member of KKR Financial Holdings LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

(c) Except as set forth on Schedule 1 of this Schedule 13D, which presents information as of 4:30 p.m. Eastern on Thursday, October 5, 2023, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock in the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or 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, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Items 3, 4 and 5 of the Schedule 13D is hereby incorporated by reference into this Item 6.

Except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7.

Materials to be Filed as Exhibits.

	Exhibit No.	Description

	Exhibit F	August 10b5-1 Sales Plan Agreement

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: October 6, 2023

	KKR FSK AGGREGATOR (UNLEV) L.P.
	By: KKR FSK Aggregator (Unlev) GP LLC, its general partner

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary

	KKR FSK II AGGREGATOR (UNLEV) L.P.
	By: KKR FSK Aggregator (Unlev) GP LLC, its general partner

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary

	KKR ALTERNATIVE ASSETS L.P.
	By: KKR Alternative Assets Limited, its general partner

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

	KKR FSK AGGREGATOR (UNLEV) GP LLC

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary

	KKR FINANCIAL HOLDINGS LLC

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact for Robert H. Lewin, Chief Executive Officer

	KKR CREDIT ADVISORS (US) LLC

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-Fact for Jeff Van Horn, Chief Financial Officer

	KOHLBERG KRAVIS ROBERTS & CO. L.P.
	By: KKR & Co. GP LLC, its general partner

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR & CO. GP LLC

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR HOLDCO LLC

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR ALTERNATIVE ASSETS LIMITED

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

	KKR GROUP ASSETS HOLDINGS II L.P.
	By: KKR Group Assets II GP LLC, its general partner

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR GROUP ASSETS II GP LLC

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR GROUP PARTNERSHIP L.P.
	By: KKR Group Holdings Corp., its general partner

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

	KKR GROUP HOLDINGS CORP.

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

	KKR GROUP CO. INC.

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

	KKR & CO. INC.

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

	KKR MANAGEMENT LLP

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary

	HENRY R. KRAVIS

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact

	GEORGE R. ROBERTS

	By: /s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact

Schedule 1

Transactions during the past 60 days all of which were open market sales of Common Stock by KKR FSK II Aggregator (Unlev) L.P. pursuant to the 10b5-1 Plan.

Date	Number of Shares Sold		Weighted Average Price Per Share		Price Range per Share Low		Price Range per Share High
8/4/23		98,677	$	20.2449	$	20.14	$	20.32
8/7/23		98,100	$	20.3581	$	20.21	$	20.46
8/8/23		98,600	$	20.2622	$	20.08	$	20.39
8/9/23		98,600	$	20.2629	$	20.15	$	20.45
8/10/23		98,800	$	20.2118	$	20.11	$	20.36
8/11/23		99,000	$	20.1628	$	20.12	$	20.22
8/14/23		99,000	$	20.1905	$	20.09	$	20.29
8/15/23		99,661	$	20.0670	$	20.00	$	20.18
8/16/23		99,461	$	20.0938	$	20.00	$	20.14
8/17/23		13,444	$	20.0511	$	20.00	$	20.10
8/18/23		99,900	$	20.0137	$	20.00	$	20.08
8/21/23		99,900	$	20.0173	$	20.00	$	20.05
8/22/23		2,200	$	20.0300	$	20.03	$	20.04
8/23/23		24,289	$	20.0010	$	20.00	$	20.01
8/24/23		50,205	$	20.0251	$	20.00	$	20.11
8/25/23		83,528	$	20.0135	$	20.00	$	20.09
8/28/23		99,465	$	20.1127	$	20.04	$	20.16
9/28/2023		201,000	$	19.8893	$	19.82	$	20.00
9/29/2023		149,983	$	19.8523	$	19.69	$	19.99
10/2/2023		51,100	$	19.5469	$	19.46	$	19.75
10/3/2023		38,290	$	19.0606	$	19.00	$	19.53
10/4/2023		52,100	$	19.1830	$	19.00	$	19.33
10/5/2023		51,980	$	19.2395	$	19.15	$	19.32

The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock sold at each separate price within the price ranges set forth on the table above.

Annex A

Annex A is hereby amended and restated as follows:

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States and France, and Matthew R. Cohler, who is a citizen of the United States and Malta.

Name		Principal Occupation
Henry R. Kravis		Co-Executive Chairman of KKR & Co. Inc.
George R. Roberts		Co-Executive Chairman of KKR & Co. Inc.
Joseph Y. Bae		Co-Chief Executive Officer of KKR & Co. Inc.
Scott C. Nuttall		Co-Chief Executive Officer of KKR & Co. Inc.
Adriane M. Brown		Managing Partner of Flying Fish Partners
Matthew R. Cohler		Former General Partner of Benchmark
Mary N. Dillon		President and Chief Executive Officer of Foot Locker, Inc.
Arturo Gutiérrez Hernández		Chief Executive Officer of Arca Continental, S.A.B. de C.V.
Dane E. Holmes		Chief Executive Officer, Co-Founder, and Chairman of Eskalera Inc.
Xavier B. Niel		Founder and Chairman of the Board of Iliad SA
Kimberly A. Ross		Former Senior Vice President and Chief Financial Officer of Baker Hughes Company
Patricia F. Russo		Retired, Former Chief Executive Officer of Alcatel-Lucent
Robert W. Scully		Retired, Former Member of the Office of the Chairman of Morgan Stanley
Evan T. Spiegel		Co-Founder and Chief Executive Officer of Snap Inc.

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Date	Price Target	Rating	Analyst
5/29/2024	$19.00 → $21.00	Equal Weight → Overweight	Wells Fargo
2/28/2024	$20.00	Outperform → Market Perform	Hovde Group
2/27/2024	$21.50 → $19.50	Buy → Neutral	Compass Point
7/28/2023	$21.00	Buy	B. Riley Securities
4/12/2023	$21.00	Perform	Oppenheimer
3/2/2022	$19.50 → $21.50	Underweight → Equal Weight	Wells Fargo
10/25/2021	$22.00 → $19.00	Underweight	Wells Fargo

SEC Form SC 13D/A filed by FS KKR Capital Corp. (Amendment)

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