4//SEC Filing
Miller Michael Jaye 4
Accession 0001104659-11-008579
CIK 0001506307other
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 9:50 PM ET
Size
20.3 KB
Accession
0001104659-11-008579
Insider Transaction Report
Form 4
Miller Michael Jaye
Director10% Owner
Transactions
- Conversion
Class P Common Stock
2011-02-16+27,599,660→ 27,599,660 total(indirect: See footnotes) - Sale
Class P Common Stock
2011-02-16$29.10/sh−27,599,660$803,150,106→ 0 total(indirect: See footnotes) - Conversion
Class A Common Stock
2011-02-16−1,021,601→ 3,156,297 total(indirect: See Footnotes)→ Class P Common Stock (1,021,601 underlying) - Conversion
Class A Common Stock
2011-02-16−20,027,128→ 41,131,509 total(indirect: See Footnotes)→ Class P Common Stock (20,027,128 underlying) - Conversion
Class A Common Stock
2011-02-16−6,550,931→ 20,239,484 total(indirect: See Footnotes)→ Class P Common Stock (6,550,931 underlying)
Footnotes (8)
- [F1]The Reporting Person holds Series A-3 shares of Class A Common Stock ("Class A Shares"). A holder of Class A Shares may, from time to time prior to May 31, 2015, 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. As of the date of this filing, Class A Shares are convertible on a one-for-one basis into Common Shares.
- [F2]As certain thresholds are met through holders of Class A Shares receiving additional value in the future from their ownership of the Class A Shares, either via distributions paid by the Issuer on such Class A Shares or future sales or distributions to its investors or partners of Common Shares received upon conversion of their Class A Shares, the holders of the Issuer's Series B-3 Class B Common Stock ("Class B Shares") and Series C-3 Class C Common Stock ("Class C Shares") will convert or be entitled to convert a portion of their Class B Shares and Class C Shares into Common Shares, and the Class A Shares will have their conversion ratio reduced in proportion to the amount of Common Shares that the Class B Shares and Class C Shares receive upon conversion.
- [F3]The total number of Common Shares that the Class A Shares, Class B Shares and Class C Shares may receive in the aggregate is fixed. The formula for the conversion of Class A Shares, Class B Shares and Class C Shares into Common Shares, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Issuer's Certificate of Incorporation, 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. In connection with the Issuer's initial public offering of its Common Shares (the "IPO"), each Reporting Person converted a portion of its Class A Shares, on a one-for-one basis, into the Common Shares that such Reporting Person sold in the IPO, which was consummated on February 16, 2011:
- [F4]Highstar II Knight Acquisition Sub, L.P. ("Highstar II") converted 1,021,601 shares of Series A-3 Class A Shares into an equal number of Common Shares that were sold in the IPO. Highstar KMI Blocker LLC ("Highstar KMI") converted 20,027,128 shares of Series A-3 Class A Shares into an equal number of Common Shares that were sold in the IPO. Highstar Knight Partners, L.P. ("Highstar Knight") converted 6,550,931 shares of Series A-3 Class A Shares into an equal number of Common Shares that were sold in the IPO.
- [F5]These Class A Shares are held for the account of Highstar II. Highstar Capital, LP, a Delaware limited liability partnership ("Highstar Capital") serves as investment manager for Highstar II. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman.
- [F6]These Class A Shares are held for the account of Highstar KMI. Highstar Capital serves as investment manager for Highstar KMI. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman.
- [F7]These Class A Shares are held for the account of Highstar Knight. Highstar Capital serves as investment manager for Highstar Knight. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman.
- [F8]The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
Documents
Issuer
KINDER MORGAN, INC.
CIK 0001506307
Entity typeother
Related Parties
1- filerCIK 0001512713
Filing Metadata
- Form type
- 4
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 9:50 PM ET
- Size
- 20.3 KB