4//SEC Filing
Miller Michael Jaye 4
Accession 0001104659-11-069022
CIK 0001506307other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 5:42 PM ET
Size
11.1 KB
Accession
0001104659-11-069022
Insider Transaction Report
Form 4
Miller Michael Jaye
Director10% Owner
Transactions
- Conversion
Class P Common Stock
2011-12-09+3,156,297→ 3,156,297 total(indirect: See footnotes) - Sale
Class P Common Stock
2011-12-09$25.35/sh−3,156,297$80,012,129→ 0 total(indirect: See footnotes) - Conversion
Class A Common Stock
2011-12-09−3,156,297→ 82,114,453 total(indirect: See footnote)→ Class P Common Stock (3,156,297 underlying)
Footnotes (3)
- [F1]The Reporting Person may be deemed the beneficial owner of the Series A-3 shares of Class A Common Stock ("Class A Shares") held by investment funds affiliated with Highstar Capital LP, a Delaware limited liability partnership ("Highstar Capital"). These shares are held for the account of Highstar II Knight Acquisition Sub, L.P. ("Highstar II"). Highstar Capital serves as investment manager for Highstar II. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman. The Reporting Person expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
- [F2]A holder of Class A Shares may, from time to time prior to a Mandatory Conversion Date (as such term is used and defined in the Issuer's Certificate of Incorporation (the "Charter") and which shall be no later than May 31, 2015, according to the Charter), 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. The Class A Shares also may convert into Common Shares in connection with the occurrence of a Mandatory Conversion Date in accordance with the Charter. The formula for the conversion of Class A Shares into Common Shares, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Charter, 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.
- [F3]Highstar II, Highstar III Knight Acquisition Sub, L.P. ("Highstar III"), Highstar KMI Blocker LLC ("Highstar KMI"), and Highstar Knight Partners, L.P. ("Highstar Knight") are the record holders of 0, 20,743,460, 41,131,509 and 20,239,484 Class A Shares, respectively, following the reported transactions. Highstar Capital serves as investment manager for each of Highstar III, Highstar KMI and Highstar Knight. Highstar Capital is controlled by Messrs. Lee, Miller, Stokes, Beall and Litman. Each Reporting Person expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
Documents
Issuer
KINDER MORGAN, INC.
CIK 0001506307
Entity typeother
Related Parties
1- filerCIK 0001512713
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 5:42 PM ET
- Size
- 11.1 KB