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 ^*

MACDONALD DEBORAH

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

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

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

(Last)

(First)

(Middle)

KINDER MORGAN, INC., 1001 LOUISIANA, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2016

(Street)

HOUSTON, TX 77002

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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								12,226	D

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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

Depositary Shares

⁽¹⁾

01/28/2016

3,000

⁽¹⁾

Class P Common Stock

4,632 ⁽¹⁾

$ 42.445 ⁽²⁾

3,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MACDONALD DEBORAH KINDER MORGAN, INC. 1001 LOUISIANA, SUITE 1000 HOUSTON, TX 77002	X

Signatures

/s/ Deborah Macdonald		02/01/2016
^**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)	Each Depositary Share represents 1/20th of a 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.
(2)	The price reported in column 8 is a weighted average price. These depositary shares were purchased in multiple transactions at prices ranging from $42.399 to $42.4987 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of depositary shares purchased at each separate price.

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