KINDER MORGAN, INC. — Director's Dealing 2012

Oct 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KINDER MORGAN, INC. (KMI)
CIK: 0001506307
Period of Report: 2012-10-16

Reporting Person: KEAN STEVEN J (Director, Executive VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-16	Class P common stock	M	1642052	—	Acquired	3727269	Direct
2012-10-16	Class P common stock	M	33568	—	Acquired	3760837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-16	Class B common stock	$	M	3416981	Disposed		Class P Common Stock (1642052)	Direct
2012-10-16	Class C common stock	$	M	162408	Disposed		Class P Common Stock (33568)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class P common stock	230000	Indirect

Footnotes

F1: The shares of the series of Class B and common stock and Class C common stock held by the Reporting Person automatically converted into shares of Class P common stock upon the voluntary conversion by holders other than the Reporting Person of shares of Class A common stock of the corresponding series into shares of Class P common stock (and subsequent transfer of such shares of Class P common stock).

F2: The reporting person is the sole general partner of the limited partnership, and two trusts of which family members of the reporting person are sole beneficiaries and the reporting person is sole trustee each own a 49.5% limited partner interest in the limited partnership. The reporting person disclaims beneficial ownership of the Class P common stock held by the limited partnership except to the extent of his pecuniary interest therein.

F3: 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 were convertible 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 were 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 Class P common stock, and the shares of Class A common stock would become convertible in to 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.

F4: Not applicable.