Filing Details

Accession Number:
0001104659-11-008580
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-02-18 21:58:35
Reporting Period:
2011-02-16
Filing Date:
2011-02-18
Accepted Time:
2011-02-18 21:58:35
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
1512700 Michael John Stokes 277 Park Avenue, 45Th Floor
New York NY 10172
Yes No Yes No
Reported Non-Derivative Transactions
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
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 Exercise Date Expiration Date 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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.