0000921895-19-000061.txt : 20190110 0000921895-19-000061.hdr.sgml : 20190110 20190110195503 ACCESSION NUMBER: 0000921895-19-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190108 FILED AS OF DATE: 20190110 DATE AS OF CHANGE: 20190110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grosvenor Holdings, L.L.C. CENTRAL INDEX KEY: 0001743987 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 19521279 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MJS, LLC CENTRAL INDEX KEY: 0001744223 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 19521280 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kinder Morgan Canada Ltd CENTRAL INDEX KEY: 0001714973 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 5TH AVENUE SW, SUITE 2700 CITY: CALGARY STATE: A0 ZIP: T2P5J2 BUSINESS PHONE: 713-369-9488 MAIL ADDRESS: STREET 1: 300 5TH AVENUE SW, SUITE 2700 CITY: CALGARY STATE: A0 ZIP: T2P5J2 4 1 form410826001b_01102019.xml OWNERSHIP DOCUMENT X0306 4 2019-01-08 1 0001714973 Kinder Morgan Canada Ltd KML 0001743987 Grosvenor Holdings, L.L.C. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 1 0 0001744223 MJS, LLC 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses Restricted Voting Shares, no par value 2019-01-08 4 S 0 16252 14.9614 D 2506637 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2019-01-08 4 S 0 15526 14.9183 D 2491111 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2019-01-08 4 S 0 3007 14.9614 D 389085 I By MCG Altscape Master Fund, L.P. Restricted Voting Shares, no par value 2019-01-08 4 S 0 2873 14.9183 D 386212 I By MCG Altscape Master Fund, L.P. Restricted Voting Shares, no par value 2019-01-08 4 S 0 4058 14.9614 D 610194 I By GCM Grove Investments, L.P. Restricted Voting Shares, no par value 2019-01-08 4 S 0 3877 14.9183 D 606317 I By GCM Grove Investments, L.P. Restricted Voting Shares, no par value 2019-01-08 4 S 0 183 14.9614 D 27450 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 2019-01-08 4 S 0 174 14.9183 D 27276 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 2894 14.9005 D 2488217 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2019-01-09 4 S 0 97857 14.9564 D 2390360 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2019-01-09 4 S 0 43061 14.9904 D 2347299 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2019-01-09 4 S 0 535 14.9005 D 385677 I By MCG Altscape Master Fund, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 18108 14.9564 D 367569 I By MCG Altscape Master Fund, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 7968 14.9904 D 359601 I By MCG Altscape Master Fund, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 723 14.9005 D 605594 I By GCM Grove Investments, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 24436 14.9564 D 581158 I By GCM Grove Investments, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 10753 14.9904 D 570405 I By GCM Grove Investments, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 32 14.9005 D 27244 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 1099 14.9564 D 26145 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 2019-01-09 4 S 0 484 14.9904 D 25661 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. 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"). 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 previously beneficially owned 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. The number of Shares reported were adjusted to reflect the 1-for-3 reverse stock split effected by the Issuer as of January 4, 2019. 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. 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. 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. 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. Price per Share is provided in Canadian dollars. Grosvenor Holdings, L.L.C., By: /s/ Burke J. Montgomery, Authorized Signatory 2019-01-10 MJS, LLC, By: /s/ Michael J. Sacks, Sole Member 2019-01-10