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Filing Details

Accession Number:: 0001104659-11-069022
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-12-12 17:42:36
Reporting Period:: 2011-12-09

Filing Date:: 2011-12-12
Accepted Time:: 2011-12-12 17:42:36
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	2011-12-09	3,156,297	$0.00	3,156,297	No	4	C	Indirect	See footnotes
Class P Common Stock	Disposition	2011-12-09	3,156,297	$25.35	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	2011-12-09	3,156,297	$0.00	3,156,297	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
82,114,453			No	4	C	Indirect

Footnotes

The Reporting Person may be deemed the beneficial owner of the Series A-3 shares of Class A Common Stock ("Class A Shares") held by investment funds affiliated with Highstar Capital LP, a Delaware limited liability partnership ("Highstar Capital"). These shares are held for the account of Highstar II Knight Acquisition Sub, L.P. ("Highstar II"). Highstar Capital serves as investment manager for Highstar II. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman. The Reporting Person expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
A holder of Class A Shares may, from time to time prior to a Mandatory Conversion Date (as such term is used and defined in the Issuer's Certificate of Incorporation (the "Charter") and which shall be no later than May 31, 2015, according to the Charter), 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. The Class A Shares also may convert into Common Shares in connection with the occurrence of a Mandatory Conversion Date in accordance with the Charter. The formula for the conversion of Class A Shares into Common Shares, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Charter, 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.
Highstar II, Highstar III Knight Acquisition Sub, L.P. ("Highstar III"), Highstar KMI Blocker LLC ("Highstar KMI"), and Highstar Knight Partners, L.P. ("Highstar Knight") are the record holders of 0, 20,743,460, 41,131,509 and 20,239,484 Class A Shares, respectively, following the reported transactions. Highstar Capital serves as investment manager for each of Highstar III, Highstar KMI and Highstar Knight. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman. Each Reporting Person expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.