SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GS Capital Partners VI GmbH & Co KG

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KINDER MORGAN, INC. [ KMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class P Common Stock	05/30/2012		J⁽²⁾		238,659	A	⁽²⁾	238,659	I	See footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Class P Common Stock	06/11/2012		C		36,695,835⁽³⁾	A	⁽³⁾	36,934,494	I	See footnotes⁽¹⁾⁽³⁾⁽⁵⁾
Class P Common Stock	06/11/2012		S		36,695,835⁽³⁾	D	$31.73	238,659⁽⁴⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$40	05/30/2012		J⁽²⁾		360,639		05/30/2012	05/25/2017	Class P Common Stock	360,639	⁽²⁾	360,639	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock, Series A-1	⁽³⁾	06/11/2012		C			30,521,836	⁽³⁾	⁽³⁾	Class P Common Stock	29,418,827⁽³⁾	⁽³⁾	77,567,460⁽⁴⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock, Series A-2	⁽³⁾	06/11/2012		C			7,554,291	⁽³⁾	⁽³⁾	Class P Common Stock	7,277,008⁽³⁾	⁽³⁾	19,182,551⁽⁴⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

GS Capital Partners VI GmbH & Co KG

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GOLDMAN, SACHS MANAGEMENT GP GMBH

(Last)

(First)

(Middle)

MESSETURM

FRIEDRICH-EBERT-ANLAGE 49

(Street)

FRANKFURT AM MAIN 60323

2M 0000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSCP VI GmbH Knight Holdings

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSCP KMI Offshore Advisors, Inc.

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

2. See Exhibit 99.1 for text of footnote (2).

3. See Exhibit 99.1 for text of footnote (3).

4. See Exhibit 99.1 for text of footnote (4).

5. See Exhibit 99.1 for text of footnote (5).

Remarks:

	/s/ Yvette Kosic, Attorney-in-fact	06/13/2012
	/s/ Yvette Kosic, Attorney-in-fact	06/13/2012
	/s/ Yvette Kosic, Attorney-in-fact	06/13/2012
	/s/ Yvette Kosic, Attorney-in-fact	06/13/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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