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: LISTENGART JOSEPH (VP, Sec. & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-16	Class P common stock	M	821026	—	Acquired	2228747	Direct
2012-10-16	Class P common stock	M	30431	—	Acquired	2259178	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-16	Class B common stock	$	M	1708490	Disposed		Class P Common Stock (821026)	Direct
2012-10-16	Class C common stock	$	M	147229	Disposed		Class P Common Stock (30431)	Direct

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 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.

F3: Not applicable.