UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

KINDER MORGAN, INC.

(Name of Issuer)

Class P Common Stock

(Title of Class of Securities)

49456B101

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Highstar Capital LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
68,866,536

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
68,866,536

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
68,866,536

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
6.6%

 

 

12

Type of Reporting Person
PN

 

1


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

CUSIP No. 49456B101

 

 

 

 

1

Names of Reporting Persons
Highstar III Knight Acquisition Sub, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
34,312,729

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
34,312,729

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
34,312,729

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.3%

 

 

12

Type of Reporting Person
PN

 

2


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

CUSIP No. 49456B101

 

 

 

 

1

Names of Reporting Persons
Highstar KMI Blocker LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
34,553,807

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
34,553,807

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
34,553,807

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.3%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

3


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

CUSIP No. 49456B101

 

 

 

 

1

Names of Reporting Persons
Highstar Knight Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
PN

 

4


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

Item 1.

 

 

 

(a)

Name of Issuer:

 

Kinder Morgan, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

 

500 Dallas Street, Suite 1000,

Houston, Texas 77002

 

Item 2.

 

 

 

(a)

Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

Highstar Capital LP

Highstar III Knight Acquisition Sub, L.P. (“Highstar III”)

Highstar KMI Blocker LLC (“Highstar KMI”)

Highstar Knight Partners, L.P. (“Highstar Knight”)

 

Following an internal reorganization, the shares of the Issuer’s Common Stock held of record by Highstar Knight were transferred to Highstar III.  Accordingly, Highstar Knight is no longer the beneficial owner of any of the Issuer’s Common Stock.

 

(b)

Address or Principal Business Office:

 

The address for each of the Reporting Persons is c/o Highstar Capital, 277 Park Avenue, 45th floor, New York, New York 10172.

 

(c)

Citizenship of each Reporting Person is:

 

Each of the reporting persons is organized in the state of Delaware.

 

(d)

Title of Class of Securities:

 

Class P common stock, $0.01 par value (“Common Stock”)

 

(e)

CUSIP Number:

 

49456B101

 

Item 3.

 

Not applicable.

 

5


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

Item 4.

Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2013, based upon 1,035,849,756 shares of the Issuer’s Common Stock outstanding as of October 25, 2013.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
direct the
vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Highstar Capital LP

 

68,866,536

 

6.6

%

0

 

68,866,536

 

0

 

68,866,536

 

Highstar III Knight Acquisition Sub, L.P.

 

34,312,729

 

3.3

%

0

 

34,312,729

 

0

 

34,312,729

 

Highstar KMI Blocker LLC

 

34,553,807

 

3.3

%

0

 

34,553,807

 

0

 

34,553,807

 

Highstar Knight Partners, L.P.

 

0

 

0.0

%

0

 

0

 

0

 

0

 

 

Highstar III and Highstar KMI (together, the “Highstar Entities”) are the record holders of 34,312,729 and 34,553,807shares of Common Stock, respectively. Affiliates of PineBridge Investments LLC (“PineBridge”) serve as the general partner of Highstar III and the managing member of Highstar KMI and, accordingly, may be deemed to beneficially own the shares owned of record by the Highstar Entities. PineBridge has delegated management authority for such general partner and managing member to Highstar Capital LP, which also serves as the investment manager for the Highstar Entities.  Highstar Capital LP is controlled by Christopher Lee, Michael Miller, John Stokes, Christopher Beall and Scott Litman and, in such capacities, these individuals may be deemed to share beneficial ownership of the shares beneficially owned by the Highstar Entities. Such individuals expressly disclaim any such beneficial ownership.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

 

Not applicable.

 

6


 

CUSIP No. 49456B101

SCHEDULE 13G

 

 

Item 10.

Certification

 

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:      February 14, 2014

 

 

HIGHSTAR CAPITAL LP

 

 

 

by:

/s/ Scott Litman

 

Name:

Scott Litman

 

Title:

Executive Vice-President

 

 

 

HIGHSTAR III KNIGHT ACQUISITION SUB, L.P.

 

by:   Highstar GP III Prism Fund, L.P., its General Partner

 

by:   Highstar Management III, LLC, its General Partner

 

by:   Highstar Capital LP, its attorney-in-fact

 

 

 

by:

/s/ Scott Litman

 

Name:

Scott Litman

 

Title:

Executive Vice-President

 

 

 

HIGHSTAR KNIGHT PARTNERS, L.P.

 

by:   Highstar Knight Co-Investment GP, LLC, its General Partner

 

by:   Highstar Capital LP, its attorney-in-fact

 

 

 

by:

/s/ Scott Litman

 

Name:

Scott Litman

 

Title:

Executive Vice-President

 

 

 

HIGHSTAR KMI BLOCKER LLC

 

by:   Highstar III Knight Acquisition Sub, L.P., its managing member

 

by:   Highstar GP III Prism Fund, L.P., its General Partner

 

by:   Highstar Management III, LLC, its General Partner

 

by:   Highstar Capital LP, its attorney-in-fact

 

 

 

by:

/s/ Scott Litman

 

Name:

Scott Litman

 

Title:

Executive Vice-President

 

7


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

24

 

Powers of Attorney (incorporated by reference to Exhibit 24 to the Schedule 13G filed by the Reporting Persons on February 14, 2012).

 

 

 

99

 

Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 14, 2012).