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Filing Details

Accession Number:: 0001104659-11-008579
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-18 21:50:05
Reporting Period:: 2011-02-16

Filing Date:: 2011-02-18
Accepted Time:: 2011-02-18 21:50:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1506307	Kinder Morgan Inc.	KMI	Natural Gas Transmission (4922)	260238387

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1512713	Jaye Michael Miller	277 Park Avenue 45Th Floor New York NY 10172		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class P Common Stock	Acquisiton	2011-02-16	27,599,660	$0.00	27,599,660	No	4	C	Indirect	See footnotes
Class P Common Stock	Disposition	2011-02-16	27,599,660	$29.10	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class P Common Stock	Class A Common Stock	Disposition	2011-02-16	1,021,601	$0.00	1,021,601	$0.00
Class P Common Stock	Class A Common Stock	Disposition	2011-02-16	20,027,128	$0.00	20,027,128	$0.00
Class P Common Stock	Class A Common Stock	Disposition	2011-02-16	6,550,931	$0.00	6,550,931	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,156,297	No	4	C	Indirect
41,131,509	No	4	C	Indirect
20,239,484	No	4	C	Indirect

Footnotes

The Reporting Person holds Series A-3 shares of Class A Common Stock ("Class A Shares"). A holder of Class A Shares may, from time to time prior to May 31, 2015, elect to convert some, or all, of its Class A Shares in order to sell the resulting shares of the Issuer's Class P Common Stock ("Common Shares") to a third party or to make a distribution of such resulting Common Shares to its investors or partners. As of the date of this filing, Class A Shares are convertible on a one-for-one basis into Common Shares.
As certain thresholds are met through holders of Class A Shares receiving additional value in the future from their ownership of the Class A Shares, either via distributions paid by the Issuer on such Class A Shares or future sales or distributions to its investors or partners of Common Shares received upon conversion of their Class A Shares, the holders of the Issuer's Series B-3 Class B Common Stock ("Class B Shares") and Series C-3 Class C Common Stock ("Class C Shares") will convert or be entitled to convert a portion of their Class B Shares and Class C Shares into Common Shares, and the Class A Shares will have their conversion ratio reduced in proportion to the amount of Common Shares that the Class B Shares and Class C Shares receive upon conversion.
The total number of Common Shares that the Class A Shares, Class B Shares and Class C Shares may receive in the aggregate is fixed. The formula for the conversion of Class A Shares, Class B Shares and Class C Shares into Common Shares, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Issuer's Certificate of Incorporation, filed as Exhibit 3.1 of the Issuer's Amendment No. 3 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 26, 2011. In connection with the Issuer's initial public offering of its Common Shares (the "IPO"), each Reporting Person converted a portion of its Class A Shares, on a one-for-one basis, into the Common Shares that such Reporting Person sold in the IPO, which was consummated on February 16, 2011:
Highstar II Knight Acquisition Sub, L.P. ("Highstar II") converted 1,021,601 shares of Series A-3 Class A Shares into an equal number of Common Shares that were sold in the IPO. Highstar KMI Blocker LLC ("Highstar KMI") converted 20,027,128 shares of Series A-3 Class A Shares into an equal number of Common Shares that were sold in the IPO. Highstar Knight Partners, L.P. ("Highstar Knight") converted 6,550,931 shares of Series A-3 Class A Shares into an equal number of Common Shares that were sold in the IPO.
These Class A Shares are held for the account of Highstar II. Highstar Capital, LP, a Delaware limited liability partnership ("Highstar Capital") serves as investment manager for Highstar II. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman.
These Class A Shares are held for the account of Highstar KMI. Highstar Capital serves as investment manager for Highstar KMI. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman.
These Class A Shares are held for the account of Highstar Knight. Highstar Capital serves as investment manager for Highstar Knight. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman.
The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.