KINDER MORGAN, INC. — Director's Dealing 2011

Feb 10, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Kinder Morgan Holdco LLC (KMI)
CIK: 0001506307
Period of Report: 2011-02-10

Reporting Person: KINDER RICHARD D (Director, Chairman & CEO, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A common stock	$		Class P common stock (216492170)		Direct
Class A common stock	$		Class P common stock (46664)		Indirect
Class B common stock	$		Class P common stock ()		Direct
Class B common stock	$		Class P common stock ()		Indirect

Footnotes

F1: The shares of the issuer's Class A common stock, Class B common stock and Class C common stock are convertible into a fixed aggregate number of shares of the issuer's Class P common stock. The shares of Class A common stock initially are convertible at any time into shares of Class P common stock on a one-for-one basis, and the shares of Class B common stock and Class C common stock initially are not convertible into any shares of Class P common stock. Upon certain circumstances, the shares of Class B common stock and Class C common stock may convert into shares of common stock, and the shares of Class A common stock would become convertible into a correspondingly lesser number of shares of Class P common stock. Any shares of Class A common stock, Class B common stock and Class C common stock outstanding on May 31, 2015 will automatically convert into shares of Class P common stock.

F2: The Reporting Person disclaims beneficial ownership of the shares owned by his spouse, and his report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares.

F3: The Reporting Person transferred 13,333,333 shares to a limited partnership and disclaims 99% of any beneficial ownership of the shares owned by the limited partnership.