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Filing Details

Accession Number:: 0000769993-11-000367
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-04 16:53:27
Reporting Period:: 2011-03-02

Filing Date:: 2011-03-04
Accepted Time:: 2011-03-04 16:53:27
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
1309336	Henry Cornell	C/O Goldman, Sachs &Amp; Co. 200 West Street New York NY 10282		Yes	No	No	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	Disposition	2011-03-02	100	$30.55	0	No	4	S	Indirect	See footnotes
Class P Common Stock	Acquisiton	2011-03-03	100	$30.56	0	No	4	P	Indirect	See footnotes

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

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class P Common Stock	Class A Common Stock, Series A-1	$0.00			108,089,296	108,089,296	Indirect
Class P Common Stock	Class A Common Stock, Series A-2	$0.00			26,736,842	26,736,842	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	108,089,296	108,089,296	Indirect
	26,736,842	26,736,842	Indirect

Footnotes

The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The shares of Class P Common Stock, par value $0.01 per share (the "Common Stock"), of Kinder Morgan, Inc. (the "Company")reported herein as indirectly sold and purchased were beneficially owned directly by Goldman Sachs and indirectly by GSGroup. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remitappropriate profits, if any, to the Company.
The Limited Partnerships (as defined below) hold Series A-1 and Series A-2 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 Company's Common Stock to a third party or to make a distribution of such resulting Common Stock 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 Stock. 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 Company on such Class A Shares or future sales or distributions to its investors or partners of Common Stock received upon conversion of their Class A Shares, the holders of the Company's Series B-1 or Series B-2 (as applicable) (continued in next footnote)
Class B Common Stock ("Class B Shares") and Series C-1 or Series C-2 (as applicable) 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 Stock, and the Class A Shares will have their conversion ratio reduced in proportion to the amount of Common Stock that the Class B Shares and Class C Shares receive upon conversion. The total number of Common Stock 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 Stock, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Company's Certificate of Incorporation, filed as Exhibit 3.1 of the Company's Amendment No. 3 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 26, 2011.
GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 108,089,296 shares of Series A-1 Class A Shares and 26,736,842 shares of Series A-2 Class A Shares through certain limited partnerships (the "Limited Partnerships"). Affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the investment manager of certain of the Limited Partnerships.