0001104659-11-069022.txt : 20111212
0001104659-11-069022.hdr.sgml : 20111212
20111212174236
ACCESSION NUMBER: 0001104659-11-069022
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111209
FILED AS OF DATE: 20111212
DATE AS OF CHANGE: 20111212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Miller Michael Jaye
CENTRAL INDEX KEY: 0001512713
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35081
FILM NUMBER: 111256997
MAIL ADDRESS:
STREET 1: 277 PARK AVENUE
STREET 2: 45TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10172
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
a4.xml
4
X0304
4
2011-12-09
0
0001506307
KINDER MORGAN, INC.
KMI
0001512713
Miller Michael Jaye
277 PARK AVENUE
45TH FLOOR
NEW YORK
NY
10172
1
0
1
0
Class P Common Stock
2011-12-09
4
C
0
3156297
A
3156297
I
See footnotes
Class P Common Stock
2011-12-09
4
S
0
3156297
25.35
D
0
I
See footnotes
Class A Common Stock
2011-12-09
4
C
0
3156297
D
Class P Common Stock
3156297
82114453
I
See footnote
The Reporting Person may be deemed the beneficial owner of the Series A-3 shares of Class A Common Stock ("Class A Shares") held by investment funds affiliated with Highstar Capital LP, a Delaware limited liability partnership ("Highstar Capital"). These shares are held for the account of Highstar II Knight Acquisition Sub, L.P. ("Highstar II"). Highstar Capital serves as investment manager for Highstar II. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman. The Reporting Person expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
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, according to the Charter), 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. The Class A Shares also may convert into Common Shares 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 Shares, 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.
Highstar II, Highstar III Knight Acquisition Sub, L.P. ("Highstar III"), Highstar KMI Blocker LLC ("Highstar KMI"), and Highstar Knight Partners, L.P. ("Highstar Knight") are the record holders of 0, 20,743,460, 41,131,509 and 20,239,484 Class A Shares, respectively, following the reported transactions. Highstar Capital serves as investment manager for each of Highstar III, Highstar KMI and Highstar Knight. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman. Each Reporting Person expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
/s/ Michael Miller
2011-12-09