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

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13G

 

CUSIP No.  49456B101
	1	Names of Reporting Persons Highstar Capital LP
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizen or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 82,114,453
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 82,114,453
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 82,114,453
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 11.6%
	12	Type of Reporting Person PN

 

2

 

SCHEDULE 13G

 

CUSIP No.  49456B101
	1	Names of Reporting Persons Highstar III Knight Acquisition Sub, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizen or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 20,743,460
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 20,743,460
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 20,743,460
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 2.9%
	12	Type of Reporting Person PN

 

3

 

SCHEDULE 13G

 

CUSIP No.  49456B101
	1	Names of Reporting Persons Highstar KMI Blocker LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizen or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 41,131,509
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 41,131,509
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 41,131,509
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 5.8%
	12	Type of Reporting Person OO (Limited Liability Company)

 

4

 

SCHEDULE 13G

 

CUSIP No.  49456B101
	1	Names of Reporting Persons Highstar Knight Partners, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizen or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 20,239,484
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 20,239,484
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 20,239,484
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 2.9%
	12	Type of Reporting Person PN

 

5

 

SCHEDULE 13G

 

Item 1.
	(a)	Name of Issuer: Kinder Morgan, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices: 500 Dallas Street, Suite 1000 Houston, Texas 77002
Item 2.
	(a)	Name of Person Filing: Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:   Highstar Capital LP Highstar III Knight Acquisition Sub, L.P. Highstar KMI Blocker LLC Highstar Knight Partners, L.P.
	(b)	Address or Principal Business Office: The address for each of the Reporting Persons is c/o Highstar Capital, 277 Park Avenue, 45th floor, New York, New York 10172.
	(c)	Citizenship of each Reporting Person is: Each of the reporting persons is organized in the state of Delaware.
	(d)	Title of Class of Securities: Class P common stock, $0.01 par value (“Common Stock”)
	(e)	CUSIP Number: 49456B101
Item 3.
	Not applicable.
Item 4.	Ownership
Ownership (a-c)

 

6

 

SCHEDULE 13G

 

The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2011, assuming that all shares of Class A Common Stock (“Class A Shares”) are fully converted on a one-for-one basis into shares of Common Stock. A holder of Class A Shares may, from time to time prior to a Mandatory Conversion Date (as such term is used and defined in the Issuer’s Certificate of Incorporation (the “Charter”) and which shall be no later than May 31, 2015), elect to convert some or all of its Class A Shares in order to sell the resulting shares of Common Stock to a third party or to make a distribution of such resulting Common Stock to its investors or partners. The Class A Shares also may convert into Common Stock in connection with the occurrence of a Mandatory Conversion Date in accordance with the Charter. The formula for the conversion of Class A Shares into Common Stock, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Charter, 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. The percent of class presented below is based upon 170,921,140 shares of Common Stock and 535,972,387 Class A Shares outstanding as of January 20, 2012.

 

Reporting Person		Amount beneficially owned		Percent of class:		Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Highstar Capital LP		82,114,453		11.6	%	0		82,114,453		0		82,114,453
Highstar III Knight Acquisition Sub, L.P.		20,743,460		2.9	%	0		20,743,460		0		20,743,460
Highstar KMI Blocker LLC		41,131,509		5.8	%	0		41,131,509		0		41,131,509
Highstar Knight Partners, L.P.		20,239,484		2.9	%	0		20,239,484		0		20,239,484

 

Highstar III Knight Acquisition Sub, L.P. (“Highstar III”), Highstar KMI Blocker LLC (“Highstar KMI”), and Highstar Knight Partners, L.P. (“Highstar Knight” and, together with Highstar III and Highstar KMI, the “Highstar Entities”) are the record holders of 20,743,460, 41,131,509 and 20,239,484 Series A-3 shares of Class A Common Stock, respectively. Affiliates of PineBridge Investments LLC (“PineBridge”) serve as the general partner of Highstar III and Highstar Knight and the managing member of Highstar KMI, and accordingly may be deemed to beneficially own the Class A shares owned of record by the Highstar Entities. PineBridge has delegated management authority for such general partners and managing member to Highstar Capital LP (“Highstar Capital”), which also serves as the investment manager for the Highstar Entities. Highstar Capital is controlled by Christopher Lee, Michael Miller, John Stokes, Christopher Beall and Scott Litman and, in such capacities, these individuals may be deemed to share beneficial ownership of the Class A shares beneficially owned by the Highstar Entities. Such individuals expressly disclaim any such beneficial ownership.

 

The Reporting Persons are, along with the Issuer, Richard D. Kinder, certain other shareholders and investment funds affiliated with each of Goldman, Sachs & Co., The Carlyle Group and Riverstone Holdings, LLC, each party to a shareholders agreement (the “Shareholders Agreement”) which requires each of them to vote together in respect of the selection of certain directors and certain other stockholder actions, and also contains certain provisions regarding

 

7

 

SCHEDULE 13G

 

transfer restrictions with respect to the securities owned by the parties thereto. The parties to the Shareholders Agreement may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock owned by any person other than such Reporting Person.

 

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.
Item 8.	Identification and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of Group
	Not applicable.
Item 10.	Certification
	Not applicable.

 

8

 

SCHEDULE 13G

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:       February 14, 2012

 

	HIGHSTAR CAPITAL LP
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President
	HIGHSTAR III KNIGHT ACQUISITION SUB, L.P.
	by:	Highstar GP III Prism Fund, L.P., its General Partner
	by:	Highstar Management III, LLC, its General Partner
	by:	Highstar Capital LP, its attorney-in-fact
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President
	HIGHSTAR KNIGHT PARTNERS, L.P.
	by:	Highstar Knight Co-Investment GP, LLC, its General Partner
	by:	Highstar Capital LP, its attorney-in-fact
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President
	HIGHSTAR KMI BLOCKER LLC
	by:	Highstar III Knight Acquisition Sub, L.P., its managing member
	by:	Highstar GP III Prism Fund, L.P., its General Partner
	by:	Highstar Management III, LLC, its General Partner
	by:	Highstar Capital LP, its attorney-in-fact
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President

 

9

 

LIST OF EXHIBITS

 

Exhibit No.		Description
24		Powers of Attorney
99		Joint Filing Agreement

 

10

Exhibit 24.1

 

GP GP MANAGEMENT CONTRACT

(AIG HIGHSTAR III, LLC)

 

This GP GP MANAGEMENT CONTRACT (this “Contract” or this “Agreement”) is executed on March 8, 2010 with effect as of April 30, 2009 (the “Effective Date”), by and between Highstar Capital LP, a Delaware limited partnership (“HCLP”), and AIG Highstar III, LLC, a Delaware limited liability company (the “GPGP”).

 

RECITALS

 

[REDACTED]

 

AGREEMENT

 

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.    Services to Be Provided.

 

[REDACTED]

 

2.    Compensation and Reimbursement.

 

[REDACTED]

 

 

3.    Effective Period of Contract; Amendments.

 

[REDACTED]

 

4.    Power of Attorney.  Any action or activity undertaken by HCLP under this Contract may be undertaken and conducted by HCLP in the name of, on behalf of and/or for the benefit of, the GPGP.  To that end, HCLP is hereby appointed as the attorney-in-fact for the GPGP, which power of attorney may only be used in connection with the performance of the Services, including those Services provided directly to any Controlled Entity on behalf of the GPGP.  The conduct of activities by HCLP under the GPGP’s name will not in any way constitute a transfer of any interest in the GPGP’s property to HCLP.  The appointment by the GPGP of HCLP as attorney-in-fact shall be irrevocable and shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the parties will be relying upon the power of HCLP to act as contemplated by this Contract, and shall survive the bankruptcy, liquidation or other incapacity of the GPGP.

 

5.    Liability; Indemnification.

 

[REDACTED]

 

6.    Name Change.  Upon the Effective Date, HCLP may remove “AIG” from the name of any subsidiary of the GPGP and any related vehicles.

 

7.    Non-Assignability.  This Contract may not be assigned by either party hereto without the prior written consent of the other party hereto.

 

8.    Governing Law.  This Contract, including its existence, validity, construction, and operating effect, and the rights of each party hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction.

 

9.    Notices.

 

[REDACTED]

 

10.  Further Assurances.  Each of the parties does hereby covenant and agree on behalf of itself, its successors and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Contract.

 

2

 

11.  Miscellaneous

 

a.     This Contract, together with any provisions of the Management Subcontract and the provisions of each Controlled Entity Agreement or the GPGP’s governing documents incorporated by reference herein, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.

 

b.     If any provision of this Contract as applied to any party or any circumstances is determined by an arbitrator or any court having jurisdiction to be void, unenforceable or inoperative as a matter of law, then such provision shall be modified to the greatest extent legally possible so that the intent of this Contract may be legally carried out.  If any one or more of the provisions contained herein, or the application thereof in any circumstances, is held void, unenforceable or inoperative as a matter of law in any respect or for any reason, then the validity, enforceability and operation of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that each party’s rights and privileges shall be enforceable to the fullest extent permitted by law.

 

c.     This Contract may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

 

(signature page follows)

 

3

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

 

			HCLP:
			HIGHSTAR CAPITAL LP
			By:	Highstar Capital Holdings LLC, its general partner
				By:		/s/ Scott Litman
				Name:		Scott Litman
				Title:		Executive Vice President
			GPGP:
			AIG HIGHSTAR III, LLC
			By:	AIG HIGHSTAR (SPE) LLC, its managing member
				By:	PineBridge Investments LLC (successor to AIG Global Investment Corp.), its managing member
					By:		/s/ Win Neuger
					Name:		Win Neuger
					Title:		Chief Executive Officer
Approved by:
AIG HIGHSTAR (SPE) LLC
By:	PineBridge Investments LLC (successor to AIG Global Investment Corp.), its managing member
	By:	/s/ Win Neuger
	Name:	Win Neuger
	Title:	Chief Executive Officer
CHRISTOPHER LEE, in his capacity as “Independent Manager” of AIG Highstar (SPE) LLC
/s/ Christopher Lee

 

[Signature Page to Fund III GPGP Management Contract]

 

Exhibit 24.2

 

GP MANAGEMENT CONTRACT

(HIGHSTAR KNIGHT CO-INVESTMENT GP)

 

This GP MANAGEMENT CONTRACT (this “Contract” or this “Agreement”) is executed on March 8, 2010 with effect as of April 30, 2009 (the “Effective Date”), by and between Highstar Capital LP, a Delaware limited partnership (“HCLP”), and Highstar Knight Co-Investment GP, LLC, a Delaware limited liability company (the “General Partner”).

 

RECITALS

 

[REDACTED]

 

AGREEMENT

 

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.    Services to Be Provided.

 

[REDACTED]

 

2.    Compensation and Reimbursement.

 

[REDACTED]

 

 

3.    Effective Period of Contract; Amendments.

 

[REDACTED]

 

4.    Power of Attorney.  Any action or activity undertaken by HCLP under this Contract may be undertaken and conducted by HCLP in the name of, on behalf of and/or for the benefit of, the General Partner.  To that end, HCLP is hereby appointed as the attorney-in-fact for the General Partner, which power of attorney may only be used in connection with the performance of the Services, including those Services provided directly to the Fund on behalf of the General Partner.  The conduct of activities by HCLP under the General Partner’s name will not in any way constitute a transfer of any interest in the General Partner’s property to HCLP.  The appointment by the General Partner of HCLP as attorney-in-fact shall be irrevocable and shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the parties will be relying upon the power of HCLP to act as contemplated by this Contract, and shall survive the bankruptcy, liquidation or other incapacity of the General Partner.

 

5.    Liability; Indemnification.

 

[REDACTED]

 

6.    Name Change.  Upon the Effective Date, HCLP may remove “AIG” from the name of the Fund, the General Partner, each of AIG Highstar Capital Management, LLC, a Delaware limited liability company, AIG Highstar II, LLC, a Delaware limited liability company, and AIG Highstar III, LLC, a Delaware limited liability company, and any related vehicles.

 

7.    Non-Assignability.  This Contract may not be assigned by either party hereto without the prior written consent of the other party hereto.

 

8.    Governing Law.  This Contract, including its existence, validity, construction, and operating effect, and the rights of each party hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction.

 

9.    Notices.

 

[REDACTED]

 

10.  Further Assurances.  Each of the parties does hereby covenant and agree on behalf of itself, its successors and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Contract.

 

2

 

11.  Miscellaneous

 

a.     This Contract, together with any provisions of the Management Subcontract and the provisions of the Fund Agreement or the General Partner’s governing documents incorporated by reference herein, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.

 

b.     If any provision of this Contract as applied to any party or any circumstances is determined by an arbitrator or any court having jurisdiction to be void, unenforceable or inoperative as a matter of law, then such provision shall be modified to the greatest extent legally possible so that the intent of this Contract may be legally carried out.  If any one or more of the provisions contained herein, or the application thereof in any circumstances, is held void, unenforceable or inoperative as a matter of law in any respect or for any reason, then the validity, enforceability and operation of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that each party’s rights and privileges shall be enforceable to the fullest extent permitted by law.

 

c.     This Contract may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

 

(signature page follows)

 

3

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

 

			HCLP:
			HIGHSTAR CAPITAL LP
			By:	Highstar Capital GP LLC, its general partner
				By:		/s/ Scott Litman
				Name:		Scott Litman
				Title:		Executive Vice President
			GENERAL PARTNER:
			HIGHSTAR KNIGHT CO-INVESTMENT GP, LLC
			By:	AIG Highstar (SPE) LLC, its managing member
				By:	PineBridge Investments LLC (successor to AIG Global Investment Corp.), its managing member
					By:		/s/ Win Neuger
					Name:		Win Neuger
					Title:		Chief Executive Officer
Approved by:
AIG HIGHSTAR (SPE) LLC
By:	PineBridge Investments LLC (successor to AIG Global Investment Corp.), its managing member
	By:	/s/ Win Neuger
	Name:	Win Neuger
	Title:	Chief Executive Officer
CHRISTOPHER LEE, in his capacity as “Independent Manager” of AIG Highstar (SPE) LLC
/s/ Christopher Lee

 

[Signature Page to Highstar Knight Co-Investment GP Management Contract]

 

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Kinder Morgan, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2012.

 

	HIGHSTAR CAPITAL LP
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President
	HIGHSTAR III KNIGHT ACQUISITION SUB, L.P.
	by:	Highstar GP III Prism Fund, L.P., its General Partner
	by:	Highstar Management III, LLC, its General Partner
	by:	Highstar Capital LP, its attorney-in-fact
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President
	HIGHSTAR KNIGHT PARTNERS, L.P.
	by:	Highstar Knight Co-Investment GP, LLC, its General Partner
	by:	Highstar Capital LP, its attorney-in-fact
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President
	HIGHSTAR KMI BLOCKER LLC
	by:	Highstar III Knight Acquisition Sub, L.P., its managing member
	by:	Highstar GP III Prism Fund, L.P., its General Partner
	by:	Highstar Management III, LLC, its General Partner
	by:	Highstar Capital LP, its attorney-in-fact
	by:	/s/ Scott Litman
	Name:		Scott Litman
	Title:		Executive Vice-President