-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KNSAvj92w5jzcGmqAc4le7sE5htjzodQLsn4y0YoSheUKSL65Ie74AP0zbJmyltO qSEVIGwU60MXe1ih9lCS6A== 0001104659-11-008578.txt : 20110218 0001104659-11-008578.hdr.sgml : 20110218 20110218214938 ACCESSION NUMBER: 0001104659-11-008578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110216 FILED AS OF DATE: 20110218 DATE AS OF CHANGE: 20110218 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: Highstar Capital LP CENTRAL INDEX KEY: 0001512607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11626217 BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 646-857-8700 MAIL ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 4 1 a4.xml 4 X0303 4 2011-02-16 0 0001506307 KINDER MORGAN, INC. KMI 0001512607 Highstar Capital LP 277 PARK AVENUE, 45TH FLOOR NEW YORK NY 10172 0 0 1 0 Class P Common Stock 2011-02-16 4 C 0 27599660 A 27599660 I See footnotes Class P Common Stock 2011-02-16 4 S 0 27599660 29.10 D 0 I See footnotes Class A Common Stock 2011-02-16 4 C 0 1021601 D Class P Common Stock 1021601 3156297 I See Footnotes Class A Common Stock 2011-02-16 4 C 0 20027128 D Class P Common Stock 20027128 41131509 I See Footnotes Class A Common Stock 2011-02-16 4 C 0 6550931 D Class P Common Stock 6550931 20239484 I See Footnotes The Reporting Persons hold 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. 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. 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. 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. 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. 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. 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. Each 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. Each 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. By: /s/ Scott Litman Name: Scott Litman Title Executive Vice-President of Highstar Capital LP 2011-02-18 -----END PRIVACY-ENHANCED MESSAGE-----