SEC Form 4 · accession 0001584746-15-000019
KINDER MORGAN, INC. · KMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven J Kean
Officer — President and CEO · Director
Period of report
Oct 27, 2015
Accepted (ET)
Oct 27, 2015 · 4:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001506307
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class P Common StockF1 | holding | — | — | — | 7,296,624 | D | ||
| Class P Common StockF2 | holding | — | — | — | 230,000 | I | By Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Depositary SharesF3 | — | Oct 27, 2015 | P | 5,102 | A | — | — | Class P Common Stock | 7,877 | 5,102 | D |
Explanation of responses
- F1Includes 754,717 shares subject to forfeiture restrictions that lapse on July 16, 2019.
- F2The reporting person is the sole general partnership 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.
- F3Each Depositary Share represents 1/20th of s share of Kinder Morgan, Inc.'s 9.75% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). At any time prior to October 26, 2018, a holder of 20 Depositary Shares may cause the conversion of one share of the Series A Preferred Stock into a number of shares of Kinder Morgan, Inc.'s Class P Common Stock ("Common Stock") equal to the minimum conversion rate of 30.8800 (equivalent to a Depositary Share to Common Stock conversion rate of 1.5440), subject to adjustment. On October 26, 2018, any Depositary Shares remaining outstanding will mandatorily convert to Common Stock at a conversion rate ranging from 30.8800 to 36.2840 shares of Common Stock per Depositary Share (or a Series A Preferred Stock to Common Stock conversion rate ranging from 1.5440 to 1.8142), subject to adjustment.