0001140361-12-037670.txt : 20120817 0001140361-12-037670.hdr.sgml : 20120817 20120817184032 ACCESSION NUMBER: 0001140361-12-037670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120815 FILED AS OF DATE: 20120817 DATE AS OF CHANGE: 20120817 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: 121043627 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 doc1.xml FORM 4 X0306 4 2012-08-15 1 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 2012-08-15 4 M 0 26249532 A 26487948 I See footnotes Class P Common Stock 2012-08-15 4 M 0 6491549 A 32979497 I See footnotes Class P Common Stock 2012-08-15 4 S 0 32741081 34.51 D 238416 I See footnotes Class A Common Stock, Series A-1 2012-08-15 4 M 0 31560758 D Class P Common Stock 26249532 46006702 I See footnotes Class A Common Stock Series A-2 2012-08-15 4 M 0 7816658 D Class P Common Stock 6491549 11365893 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). /s/ Yvette Kosic, Attorney-in-fact 2012-08-17 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

 
(1)           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.
 
(2)           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 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 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-1 or Series B-2 (as applicable) 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 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. 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 to the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2011.
 
In connection with the secondary offering of Common Shares (the "Secondary Offering") by certain selling stockholders of the Issuer, the Limited Partnerships converted a portion of their Class A Shares into Common Shares and sold such Common Shares in the Secondary Offering. Each Limited Partnerships submitted its notice of conversion to the Issuer on August 9, 2012. Pursuant to an underwriting agreement, dated August 9, 2012, and the final prospectus supplement filed by the Issuer on August 14, 2012, which offering was consummated on August 15, 2012, the Limited Partnerships converted, in the aggregate, 31,560,758 shares of Series A-1 Class A Shares and 7,816,658 shares of Series A-2 Class A Shares into 32,741,081 Common Shares that were sold in the Secondary Offering.
 
(3)           As of August 15, 2012, Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 238,416 Common Shares. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 46,006,702 shares of Series A-1 Class A Shares and 11,365,893 shares of Series A-2 Class A Shares through certain limited partnerships (“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 and is a wholly-owned subsidiary of GS Group. In addition, as of August 15, 2012, Goldman Sachs holds open short positions of 74,449 Common Shares. Additionally, Goldman Sachs may be deemed to indirectly hold open short positions of 221 shares of Common Stock through Goldman Sachs’ open short positions of depositary receipts of Utilities HOLDRs Trust, which holds shares of several issuers, one of which is the Issuer.
 
(4)           As previously reported, in connection with the merger of El Paso Corporation ("EP") into a subsidiary of the Issuer (the "Merger"), Goldman Sachs acquired Common Shares, Warrants of the Issuer and additional derivative securities in exchange for shares of EP common stock and EP derivative securities that Goldman Sachs held prior to the Merger.  Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits to the Issuer.