KINDER MORGAN, INC. — Director's Dealing 2012

Jul 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KINDER MORGAN, INC. (KMI)
CIK: 0001506307
Period of Report: 2012-06-25

Reporting Person: PONTARELLI KENNETH A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-25	Class P Common Stock	X	246	—	Disposed	238416	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-25	Warrants (right to buy)	$40	X	384	Disposed	2017-05-25	Class P Common Stock (384)	Indirect
2012-06-25	Call Option (obligation to sell)	$17.5	X	6	Disposed	2013-01-19	See footnote ()	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"), Warrants and Call Options of Kinder Morgan, Inc. (the "Company") reported herein as indirectly exercised 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: In addition, Goldman Sachs held open short positions of 74,449 Common Stock, 113,694 Warrants, and 71 shares of El Paso Energy Capital Trust I 4.75% Trust Convertible Preferred Securities (the "El Paso Trust Preferred"). Each share of El Paso Trust Preferred is convertible into 0.7195778 shares of Common Stock and 1.099904 Warrants. Additionally, Goldman Sachs may be deemed to have indirectly held open short positions of 221 shares of Common Stock through Goldman Sachs' open short positions of depositary receipts of Utilities HOLDRs Trust, which holds shares of several issuers, one of which is the Company.

F4: Each call option is exercisable for 41 shares of Common Stock, 64 Warrants and $1,492.38 in cash. The aggregate value paid for the exercise of the six call options was $10,500. In exchange for the $10,500, 246 shares of Common Stock, 384 Warrants and $8,954.28 were delivered.

F5: Immediately exercisable.