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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001140361-21-005414 0001472698 XXXXXXXX LIVE 1 Class I Shares of Beneficial Interest, $0.001 par value 03/07/2025 false 0001787621 48254B107 KKR Credit Opportunities Portfolio 555 California Street 50th Floor San Francisco CA 94104 Lori Hoffman 415-315-3620 KKR Credit Advisors (US) LLC 555 California Street, 50th Floor San Francisco CA 94104 Y KKR Financial Holdings LLC OO DE 0 0 0 0 0 N 0 OO Y Global Atlantic Limited (Delaware) OO DE 4000000 0 4000000 0 4000000 N 34 CO Y Global Atlantic Financial Group Limited OO D0 4000000 0 4000000 0 4000000 N 34 OO Y The Global Atlantic Financial Group LLC OO D0 4000000 0 4000000 0 4000000 N 34 OO Y KKR Magnolia Holdings LLC OO E9 4000000 0 4000000 0 4000000 N 34 OO Y KKR Group Assets Holdings L.P. OO DE 4000000 0 4000000 0 4000000 N 34 PN Y KKR Group Assets GP LLC OO DE 4000000 0 4000000 0 4000000 N 34 OO 0001472698 KKR Group Partnership L.P. OO E9 4000000 0 4000000 0 4000000 N 34 PN Y KKR Group Holdings Corp. OO DE 4000000 0 4000000 0 4000000 N 34 CO Y KKR Group Co. Inc. OO DE 4000000 0 4000000 0 4000000 N 34 CO Y KKR & Co. Inc. OO DE 4000000 0 4000000 0 4000000 N 34 CO Y KKR Management LLP OO DE 4000000 0 4000000 0 4000000 N 34 PN Y Henry R. Kravis OO X1 0 4000000 0 4000000 4000000 N 34 IN Y George R. Roberts OO X1 0 4000000 0 4000000 4000000 N 34 IN Class I Shares of Beneficial Interest, $0.001 par value KKR Credit Opportunities Portfolio 555 California Street 50th Floor San Francisco CA 94104 This amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 19, 2021 (as amended, this "Schedule 13D") relating to Class I shares of beneficial interest, par value $0.001 per share (the "Shares"), of KKR Credit Opportunities Portfolio, a closed-end management investment company (the "Issuer"). On March 7, 2025, in connection with an internal reorganization (the "Reorganization"), KKR Financial Holdings LLC transferred all of its Shares of the Issuer to Global Atlantic Limited (Delaware), an indirect, wholly owned subsidiary of KKR Group Partnership L.P. for no consideration. The Reorganization did not involve any purchase or sale of securities of the Issuer. This Schedule 13D reports beneficial ownership as of March 7, 2025, immediately following the Reorganization, and reflects among other things, an exit filing by KKR Financial Holdings LLC and an initial filing on Schedule 13D by Global Atlantic Limited (Delaware), Global Atlantic Financial Group Limited, The Global Atlantic Financial Group LLC, KKR Magnolia Holdings LLC, KKR Group Assets Holdings L.P., and KKR Group Assets GP LLC. Item 2 of the Schedule 13D is hereby amended and supplemented as follows: This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by: i. KKR Financial Holdings LLC, a Delaware limited liability company; ii. Global Atlantic Limited (Delaware), a Delaware entity; iii. Global Atlantic Financial Group Limited, a Bermuda exempted company; iv. The Global Atlantic Financial Group LLC, a Bermuda exempted limited liability company; v. KKR Magnolia Holdings LLC, a Cayman Islands limited liability company; vi. KKR Group Assets Holdings L.P., a Delaware limited partnership; vii. KKR Group Assets GP LLC, a Delaware limited liability company viii. KKR Group Partnership L.P., a Cayman Islands exempted limited partnership; ix. KKR Group Holdings Corp., a Delaware corporation; x. KKR Group Co. Inc., a Delaware corporation; xi. KKR & Co. Inc., a Delaware corporation; xii. KKR Management LLP, a Delaware limited liability partnership; xiii. Henry R. Kravis, a United States citizen; and xiv. George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiv) are collectively referred to herein as the "Reporting Persons"). KKR Group Partnership L.P. is the sole member of each of KKR Financial Holdings LLC and KKR Group Assets GP LLC. Global Atlantic Limited (Delaware) is wholly owned by Global Atlantic Financial Group Limited, which is wholly owned by The Global Atlantic Financial Group LLC. KKR Magnolia Holdings LLC is the sole member of The Global Atlantic Financial Group LLC. KKR Group Assets Holdings L.P. is the sole member of KKR Magnolia Holdings LLC. KKR Group Assets GP LLC is the general partner of KKR Group Assets Holdings 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, Dane Holmes, and Kathryn King Sudol is an executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc. The directors of KKR Group Holdings Corp. and KKR Group Co. Inc. are Messrs. Bae, Nuttall, Lewin, and Stork and Ms. Sudol. The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, and Holmes and Ms. Sudol. The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached to this Amendment No. 3 to Schedule 13D as Exhibit 99.1, which is incorporated herein. Each of Messrs. Bae, Nuttall, Stork, and Holmes and Ms. Sudol is a United States citizen, and Mr. Lewin is a Canadian citizen. The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit D. 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 each of Global Atlantic Financial Group Limited, and The Global Atlantic Financial Group LLC is: Washington House 6 Church St, 5th Flr. Hamilton Bermuda 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, CA 94025 The address of the principal business office of Mr. Holmes is: c/o Kohlberg Kravis Roberts & Co. L.P. 555 California Street, 50th Floor San Francisco, CA 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. The Global Atlantic Financial Group LLC and Global Atlantic Financial Group Limited are principally engaged in the business of being holding companies. Global Atlantic Limited (Delaware) is, through its subsidiaries, principally engaged in the business of retirement and life insurance and reinsurance. KKR Group Assets Holdings L.P., KKR Group Assets Holdings II L.P., KKR Magnolia Holdings LLC, KKR Group Partnership L.P., KKR Group Co. Inc., KKR & Co. Inc. and KKR Management LLP are principally engaged in being holding companies. KKR Group Assets GP LLC, KKR Group Assets II GP LLC and KKR Group Holdings Corp. are principally engaged in being the general partners of their respective partnerships. KKR Alternative Assets LLC is principally engaged in making investments. The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, and Holmes 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. 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). 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 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. Global Atlantic Limited (Delaware) is the record holder of 4,000,000 Shares, representing 34.0% of the outstanding Shares and 12.5% of the aggregate common shares outstanding. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 11,759,191 Shares and an aggregate of 31,933,782 common shares outstanding as of December 31, 2024 based on information set forth in the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on February 28, 2025. Global Atlantic Financial Group Limited (as the sole shareholder of Global Atlantic Limited (Delaware)), The Global Atlantic Financial Group LLC (as the sole shareholder of Global Atlantic Financial Group Limited), KKR Magnolia Holdings LLC (as the sole member of The Global Atlantic Financial Group LLC), KKR Group Assets Holdings L.P. (as the sole member of KKR Magnolia Holdings LLC), KKR Group Assets GP LLC (as the general partner of KKR Group Assets Holdings L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets GP 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 owners of the securities reported herein as directly owned by Global Atlantic Limited (Delaware). 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 Shares except as described herein. See Item 5(a) above. Other than as described in this Schedule 13D, 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 in the prior 60 days. 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. As described above, KKR Financial Holdings LLC is no longer a reporting person on this Schedule 13D. Item 7 of the Schedule 13D is hereby amended and supplemented as follows Exhibit No. Description 99.1 Annex A Directors of KKR & Co. Inc. D Joint Filing Agreement KKR Financial Holdings LLC /s/ Christopher Lee Christopher Lee, Secretary 03/07/2025 Global Atlantic Limited (Delaware) /s/ Gary Silber Gary Silber, Managing Director 03/07/2025 Global Atlantic Financial Group Limited /s/ Gary Silber Gary Silber, Managing Director 03/07/2025 The Global Atlantic Financial Group LLC /s/ Gary Silber Gary Silber, Managing Director 03/07/2025 KKR Magnolia Holdings LLC /s/ Christopher Lee Christopher Lee, Assistant Secretary 03/07/2025 KKR Group Assets Holdings L.P. /s/ Christopher Lee Christopher Lee, Secretary, KKR Group Assets GP LLC, its general partner 03/07/2025 KKR Group Assets GP LLC /s/ Christopher Lee Christopher Lee, Secretary 03/07/2025 KKR Group Partnership L.P. /s/ Christopher Lee Christopher Lee, Secretary 03/07/2025 KKR Group Holdings Corp. /s/ Christopher Lee Christopher Lee, Secretary 03/07/2025 KKR Group Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 03/07/2025 KKR & Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 03/07/2025 KKR Management LLP /s/ Christopher Lee Christopher Lee, Assistant Secretary 03/07/2025 Henry R. Kravis /s/ Christopher Lee Christopher Lee, Attorney-in-fact 03/07/2025 George R. Roberts /s/ Christopher Lee Christopher Lee, Attorney-in-fact 03/07/2025