Edgar Filing: KINDER MORGAN, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOLDMAN SACHS GROUP INC

2. Issuer Name and Ticker or Trading Symbol
KINDER MORGAN, INC. [KMI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

200 WEST STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2012

(Street)

NEW YORK, NY 10282

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class P Common Stock	06/25/2012		X		246	D	⁽⁴⁾	238,416	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants (right to buy)

$ 40

06/25/2012

384

⁽⁵⁾

05/25/2017

Class P Common Stock

384

⁽⁴⁾

359,916

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Call Option (obligation to sell)

$ 17.5 ⁽⁴⁾

06/25/2012

⁽⁵⁾

01/19/2013

See footnote ⁽⁴⁾

⁽⁴⁾

$ 0

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282		X
GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282		X		See footnotes (1), (2) and (3)

Signatures

/s/ Yvette Kosic, Attorney-in-fact		07/06/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-fact		07/06/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such entity 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.
(2)	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.
(3)	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.
(4)	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.
(5)	Immediately exercisable.

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