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^*

Grosvenor Holdings, L.L.C.

(Last)

(First)

(Middle)

900 NORTH MICHIGAN AVE

SUITE 1100

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kinder Morgan Canada Ltd [ KML ]

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)
06/06/2018

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)
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/06/2018		P		4,100	A	$16.0105⁽⁷⁾	7,357,767	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/06/2018		P		15,300	A	$16.0088⁽⁷⁾	7,373,067	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/07/2018		P		2,400	A	$16.0475⁽⁷⁾	7,375,467	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/07/2018		P		4,300	A	$16.05⁽⁷⁾	7,379,767	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/08/2018		P		50,000	A	$16.05⁽⁷⁾	7,429,767	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/11/2018		P		94,800	A	$16.0441⁽⁷⁾	7,524,567	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/11/2018		P		44,100	A	$16.05⁽⁷⁾	7,568,667	I	By GCM Special Opportunities Master Fund, Ltd.⁽³⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/11/2018		P		14,900	A	$16.0526⁽⁷⁾	14,900	I	By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P.⁽⁶⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/11/2018		P		39,100	A	$16.05⁽⁷⁾	54,000	I	By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P.⁽⁶⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾	06/12/2018		P		28,900	A	$15.8511⁽⁷⁾	82,900	I	By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P.⁽⁶⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾								1,176,278	I	By MCG Altscape Master Fund, L.P.⁽⁴⁾
Restricted Voting Shares, no par value⁽¹⁾⁽²⁾								1,842,756	I	By GCM Grove Investments, L.P.⁽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)

1. Name and Address of Reporting Person^*

Grosvenor Holdings, L.L.C.

(Last)

(First)

(Middle)

900 NORTH MICHIGAN AVE

SUITE 1100

(Street)

CHICAGO

60611

(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^*

MJS, LLC

(Last)

(First)

(Middle)

900 NORTH MICHIGAN AVE

SUITE 1100

(Street)

CHICAGO

60611

(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. This Form 4 is filed jointly by Grosvenor Capital Management, L.P. ("GCMLP"), GCM Special Opportunities Master Fund, Ltd. ("GSOMF"), MCG Altscape Master Fund, L.P. ("Altscape"), GCM Grove Investments, L.P. ("GARS-CO"), GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. ("MACII"), GCM Investments GP, LLC ("GCM GP"), Grosvenor Capital Management Holdings, LLLP ("Grosvenor CMH"), GCMH GP, L.L.C. ("GCMH GP"), GCM, L.L.C., Grosvenor Holdings, L.L.C. ("Grosvenor Holdings"), MJS, LLC and Michael J. Sacks ("Mr. Sacks") (collectively, the "Reporting Persons").

2. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Restricted Voting Shares, no par value (the "Shares"). Each Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such Shares for purposes of Section 16 or for any other purpose.

3. Shares owned directly by GSOMF. GCMLP, as the investment advisor of GSOMF, may be deemed to beneficially own the Shares owned directly by GSOMF. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by GSOMF. Grosvenor Holdings, as the managing member of GCM, L.L.C, may be deemed to beneficially own the Shares owned directly by GSOMF. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own the Shares owned directly by GSOMF.

4. Shares owned directly by Altscape. GCM GP, as the general partner of Altscape, may be deemed to beneficially own the Shares owned directly by Altscape. Grosvenor CMH, as the sole member of GCM GP, may be deemed to beneficially own the Shares owned directly by Altscape. GCMH GP, as the general partner of Grosvenor CMH, may be deemed to beneficially own the Shares owned directly by Altscape. GCMLP, as the investment advisor of Altscape, may be deemed to beneficially own the Shares owned directly by Altscape. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by Altscape. Grosvenor Holdings, as the managing member of each of GCM, L.L.C and GCMH GP, may be deemed to beneficially own the Shares owned directly by Altscape. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own Shares owned directly by Altscape.

5. Shares owned directly by GARS-CO. GCM GP, as the general partner of GARS-CO, may be deemed to beneficially own the Shares owned directly by GARS-CO. Grosvenor CMH, as the sole member of GCM GP, may be deemed to beneficially own the Shares owned directly by GARS-CO. GCMH GP, as the general partner of Grosvenor CMH, may be deemed to beneficially own the Shares owned directly by GARS-CO. GCMLP, as the investment advisor of GARS-CO, may be deemed to beneficially own the Shares owned directly by GARS-CO. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by GARS-CO. Grosvenor Holdings, as the managing member of each of GCM, L.L.C and GCMH GP, may be deemed to beneficially own the Shares owned directly by GARS-CO. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own Shares owned directly by GARS-CO.

6. Shares owned directly by MACII. GCM GP, as the general partner of MACII, may be deemed to beneficially own the Shares owned directly by MACII. Grosvenor CMH, as the sole member of GCM GP, may be deemed to beneficially own the Shares owned directly by MACII. GCMH GP, as the general partner of Grosvenor CMH, may be deemed to beneficially own the Shares owned directly by MACII. GCMLP, as the investment advisor of MACII, may be deemed to beneficially own the Shares owned directly by MACII. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by MACII. Grosvenor Holdings, as the managing member of each of GCM, L.L.C and GCMH GP, may be deemed to beneficially own the Shares owned directly by MACII. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own Shares owned directly by MACII.

7. Price per Share is provided in Canadian dollars.

	Grosvenor Holdings, L.L.C., By: /s/ Burke J. Montgomery, Authorized Signatory	06/22/2018
	MJS, LLC, By: /s/ Michael J. Sacks, Sole Member	06/22/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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