0000769993-12-000273.txt : 20120309
0000769993-12-000273.hdr.sgml : 20120309
20120309213320
ACCESSION NUMBER: 0000769993-12-000273
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120306
FILED AS OF DATE: 20120309
DATE AS OF CHANGE: 20120309
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KINDER MORGAN, INC.
CENTRAL INDEX KEY: 0001506307
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 260238387
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 DALLAS STREET
STREET 2: SUITE 1000
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-369-9000
MAIL ADDRESS:
STREET 1: 500 DALLAS STREET
STREET 2: SUITE 1000
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: Kinder Morgan Holdco LLC
DATE OF NAME CHANGE: 20101122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS & CO
CENTRAL INDEX KEY: 0000769993
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1127
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35081
FILM NUMBER: 12682263
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
STREET 2: C/O GOLDMAN SACHS & CO
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35081
FILM NUMBER: 12682264
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
4
1
kmi420120306gsg_ex.xml
X0304
4
2012-03-06
0
0001506307
KINDER MORGAN, INC.
KMI
0000886982
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0000769993
GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
Class P Common Stock
2012-03-06
4
S
0
258
35.89
D
0
I
See footnotes
Class P Common Stock
2012-03-08
4
P
0
111
36.75
A
0
I
See footnotes
Class P Common Stock
2012-03-09
4
P
0
147
37.34
A
0
I
See footnotes
Class A Common Stock, Series A-1
Class P Common Stock
108089296
108089296
I
See footnotes
Class A Common Stock, Series A-2
Class P Common Stock
26736842
26736842
I
See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and
together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting
Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest
therein, if any, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has
pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act 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 GS
Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit
appropriate 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.
/s/ Yvette Kosic, Attorney-in-fact
2012-03-09
/s/ Yvette Kosic, Attorney-in-fact
2012-03-09