KINDER MORGAN, INC. — Director's Dealing 2012

Mar 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KINDER MORGAN, INC. (KMI)
CIK: 0001506307
Period of Report: 2012-03-06

Reporting Person: Cornell Henry (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-06	Class P Common Stock	S	258	$35.89	Disposed	0	Indirect
2012-03-08	Class P Common Stock	P	111	$36.75	Acquired	0	Indirect
2012-03-09	Class P Common Stock	P	147	$37.34	Acquired	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock, Series A-1	$		Class P Common Stock (108089296)	108089296	Indirect
Class A Common Stock, Series A-2	$		Class P Common Stock (26736842)	26736842	Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned
subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the
securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be
deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: The shares of Class P Common Stock, par value $0.01 per share (the "Common Stock"), of Kinder Morgan, Inc. (the "Company")
reported herein as indirectly sold and purchased were beneficially owned directly by Goldman Sachs and indirectly by GS
Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit
appropriate profits, if any, to the Company.

F3: The Limited Partnerships (as defined below) hold Series A-1 and Series A-2 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 Company's Common Stock to a third party or to make a distribution of
such resulting Common Stock 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 Stock. 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 Company on such Class A
Shares or future sales or distributions to its investors or partners of Common Stock received upon conversion of their Class
A Shares, the holders of the Company's Series B-1 or Series B-2 (as applicable) (continued in next footnote)

F4: Class B Common Stock ("Class B Shares") and Series C-1 or Series C-2 (as applicable) 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 Stock, and the Class
A Shares will have their conversion ratio reduced in proportion to the amount of Common Stock that the Class B Shares and
Class C Shares receive upon conversion. The total number of Common Stock 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 Stock, as well as the terms and conditions of such conversions, are specified in Article Fourth of the
Company's Certificate of Incorporation, filed as Exhibit 3.1 of the Company's Amendment No. 3 to the Registration Statement
on Form S-1, filed with the Securities and Exchange Commission on January 26, 2011.

F5: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 108,089,296 shares of Series A-1
Class A Shares and 26,736,842 shares of Series A-2 Class A Shares through certain limited partnerships (the "Limited
Partnerships"). Affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner or managing
partner of the Limited Partnerships. Goldman Sachs serves as the investment manager of certain of the Limited Partnerships.