0000769993-12-000277.txt : 20120309 0000769993-12-000277.hdr.sgml : 20120309 20120309213659 ACCESSION NUMBER: 0000769993-12-000277 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120306 FILED AS OF DATE: 20120309 DATE AS OF CHANGE: 20120309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cornell Henry CENTRAL INDEX KEY: 0001309336 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 12682276 MAIL ADDRESS: STREET 1: 1099 18TH STREET STREET 2: SUITE 2300 CITY: DENVER STATE: CO ZIP: 80202 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 4 1 kmi420120306hc_ex.xml X0304 4 2012-03-06 0 0001506307 KINDER MORGAN, INC. KMI 0001309336 Cornell Henry C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 1 0 0 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 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 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