X0306 4 2013-05-01 0 0001297067 Copano Energy, L.L.C. CPNO 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner Common Units 2013-05-01 4 C 0 14904934 A 14904934 I See Explanation of Responses Common Units 2013-05-01 4 D 0 14904934 D 0 I See Explanation of Responses Series A Convertible Preferred Units 2013-05-01 4 C 0 13549940 D Common Units 13549940 0 I See Explanation of Responses The Series A Convertible Preferred Units were convertible upon the occurrence of a Series A Change of Control (as defined in Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Copano Energy L.L.C. ("Copano"), dated July 21, 2010) into a number of Common Units and/or Class B Units of Copano equal to the product of (a) 110% and (b) the number of Series A Convertible Preferred Units to be converted. The Series A Convertible Preferred Units had no expiration. Kinder Morgan Energy Partners, L.P. ("Kinder Morgan"), Kinder Morgan G.P., Inc., Javelina Merger Sub LLC and Copano entered into an Agreement and Plan of Merger dated as of January 29, 2013 (the "Merger Agreement"). The transactions contemplated by the Merger Agreement constituted a Series A Change of Control, upon which Copenhagen (as defined below) elected to convert its 13,549,940 Series A Convertible Preferred Units into 14,904,934 Common Units immediately prior to the closing of such transactions on May 1, 2013. Immediately thereafter, pursuant to the Merger Agreement, Copenhagen received units of Kinder Morgan as consideration for its Common Units. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Advisors VI, Inc., a Delaware corporation ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"). Advisors VI is the general partner of TPG Copenhagen, L.P., a Delaware limited partnership ("Copenhagen") which directly held the Series A Convertible Preferred Units and Common Units reported herein. Because of the relationship between the Reporting Persons and Copenhagen, the Reporting Persons may have been deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Copenhagen. Each Reporting Person and Copenhagen disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or Copenhagen's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission. By: Ronald Cami, Vice President, TPG ADVISORS VI, INC (6) 2013-05-03 By: Ronald Cami, on behalf of David Bonderman (6)(7) 2013-05-03 By: Ronald Cami, on behalf of James G. Coulter (6)(7) 2013-05-03