0001145443-19-000094.txt : 20190214 0001145443-19-000094.hdr.sgml : 20190214 20190214101930 ACCESSION NUMBER: 0001145443-19-000094 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: MAMHK GROUP MEMBERS: MAML GROUP MEMBERS: MAMUS SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90389 FILM NUMBER: 19602073 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 889897526 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 BUSINESS PHONE: 416-926-3000 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 SC 13G 1 kmc3545511-sc13g.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934


Kinder Morgan Canada Ltd.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
49456B101
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)

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

          X   Rule 13d-1(b)
 
 

Rule 13d-1(c)

 
 

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).

Page 1 of 9


CUSIP No. 49456B101

1

NAME OF REPORTING PERSON

Manulife Financial Corporation
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
-0-
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
-0-
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC, Manulife Asset Management Limited and Manulife Asset Management (Hong Kong) Limited.
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
See line 9 above.
 
12 TYPE OF REPORTING PERSON*
 
HC
 

*SEE INSTRUCTIONS

Page 2 of 9


CUSIP No. 49456B101

1

NAME OF REPORTING PERSON

Manulife Asset Management (US) LLC
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
10,905,730
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
10,905,730
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
10,905,730
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.17%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS

Page 3 of 9


CUSIP No. 49456B101

1

NAME OF REPORTING PERSON

Manulife Asset Management Limited
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
1,532,495
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
1,532,495
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
1,532,495
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.63%
 
12 TYPE OF REPORTING PERSON*
 
FI
 

*SEE INSTRUCTIONS

Page 4 of 9


CUSIP No. 49456B101

1

NAME OF REPORTING PERSON

Manulife Asset Management (Hong Kong) Limited
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
171,559
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
171,559
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
171,559
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.07%
 
12 TYPE OF REPORTING PERSON*
 
FI
 

*SEE INSTRUCTIONS

Page 5 of 9


Item 1(a) Name of Issuer:
                         Kinder Morgan Canada Limited.
 
Item 1(b) Address of Issuer's Principal Executive Offices:
Suite 3000, 300-5the Avenue S.W.
Calgary, Alberta, T2P 5J2
 
Item 2(a) Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)"), Manulife Asset Management Limited ("MAML"), and Manulife Asset Management (Hong Kong) Limited (“MAM (HK)”).
  
Item 2(b) Address of Principal Business Office:
The principal business offices of MFC and MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116.
The principal business office of MAMHK is located at 16/F Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
 
Item 2(c) Citizenship:
MFC and MAML are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.
MAM (HK) is organized and exists under the laws of Hong Kong.
 
Item 2(d) Title of Class of Securities:
Common Stock
 
Item 2(e) CUSIP Number:
49456B101
 
Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
  MFC: (g) (X)    a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
   
  MAM (US): (e) (X) an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
     
  MAML: (j) (X) a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
   
MAM (HK): (j) (X) a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4 Ownership:
 
                         (a) Amount Beneficially Owned: MAM (US) has beneficial ownership 10,905,730 shares of Common Stock, MAML has beneficial ownership of 1,532,495 shares of Common Stock, and MAM (HK) has beneficial ownership of 171,559 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US), MAML, and MAM (HK), MFC may be deemed to have beneficial ownership of these same shares.

Page 6 of 9


                         (b) Percent of Class: Of the 89,375,963 shares of Common Stock outstanding as of October 31, 2018, according to the Form 10-K filed by the issuer with the Securities and Exchange Commission on November 7, 2018, MAM (US) held 7.65%, MAML held 0.04%, and MAM (HK) held 0.00%.
 
(c) Number of shares as to which the person has:
 
(i) sole power to vote or to direct the vote: MAM (US), MAML, MAM (HK) each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them.
 
(ii) shared power to vote or to direct the vote: -0-
 
(iii) sole power to dispose or to direct the disposition of: MAM (US), MAML, and MAM (HK) each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by each of them.
 
(iv) shared power to dispose or to direct the disposition of: -0-
 
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 or Control Person:
See Items 3 and 4 above.
 
Item 8 Identification and Classification of Members of the Group:
Not applicable.
 
Item 9 Notice of Dissolution of Group:
Not applicable.
 
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, and (ii) the foreign regulatory scheme applicable to MAML, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution. The undersigned also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Manulife Financial Corporation
 
By: /s/ Susie Rafael
Name:      Susie Rafael
Dated: February 6, 2019 Title: Agent*
 
Manulife Asset Management (US) LLC
 
By: /s/ Paul Donahue
Name: Paul Donahue
Dated: February 5, 2019 Title: Chief Compliance Officer
 
Manulife Asset Management Limited
 
By: /s/ Christopher Walker
Name: Christopher Walker
Dated: February 5, 2019 Title: Chief Compliance Officer
 
Manulife Asset Management (Hong Kong) Limited
 
By: /s/ Michael Dommermuth
Name: Michael Dommermuth
Dated: February 12, 2019 Title: Head of Wealth and Asset Management Asia

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 8 of 9

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC, Manulife Asset Management Limited, and Manulife Asset Management (Hong Kong) Limited agree that the Schedule 13G to which this Agreement is attached, relating to the Common Stock of Kinder Morgan Canada Limited, is filed on behalf of each of them.

Manulife Financial Corporation
 
By: /s/ Susie Rafael
Name:      Susie Rafael
Dated: February 6, 2019 Title: Agent*
 
Manulife Asset Management (US) LLC
 
By: /s/ Paul Donahue
Name: Paul Donahue
Dated: February 5, 2019 Title: Chief Compliance Officer
 
Manulife Asset Management Limited
 
By: /s/ Christopher Walker
Name: Christopher Walker
Dated: February 5, 2019 Title: Chief Compliance Officer
 
Manulife Asset Management (Hong Kong) Limited
 
By: /s/ Michael Dommermuth
Name: Michael Dommermuth
Dated: February 12, 2019 Title: Head of Wealth and Asset Management Asia

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 9 of 9