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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORGAN MICHAEL C 1001 LOUISIANA SUITE 1000 HOUSTON, TX 77002 |
X |
/s/ Michael C. Morgan | 02/27/2015 | |
**Signature of Reporting Person | Date |
* | 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) | Fractional shares of Kinder Morgan Management, LLC ("KMR") that were received as part of quarterly share distributions paid by KMR were maintained by the reporting person's broker in separate accounts. These fractional shares accumulated to approximately one additional KMR share owned in trust and two additional KMR shares owned by Portcullis Investments, LP (a limited partnership of which the reporting person has sole voting and dispositive power). The purpose of this amendment is to include these accumulated fractional shares in the number of whole KMR shares reported in footnotes (2) and (3) as having been exchanged in the KMR merger, and to correct the numbers of shares of Kinder Morgan, Inc. ("KMI") Class P common stock reported as having been received in the KMR merger. The orignial Form reported the KMI shares received as 57 and 13,065 shares, respectively. |
(2) | Received in exchange for 24 KMR shares in connection with the merger of KMR with a subsidiary of KMI. On November 26, 2014, the last trading day for the KMR shares, the closing price of KMR shares was $104.71 per share, and the closing price of KMI Class P common stock was $42.32 per share. |
(3) | Received by Portcullis Investments, LP in exchange for 5,260 KMR shares in connection with the merger of KMR with a subsidiary of KMI. On November 26, 2014, the last trading day for the KMR shares, the closing price of KMI shares was $104.71 per share, and the closing price of KMR Class P common stock was $42.32 per share. |
(4) | In prior reports, the reporting person reported beneficial ownership of 5,174,537 shares of Class P common stock beneficially owned by Portcullis Partners, LP. Subsequently, Portcullis Partners, LP made a pro rata distribution of shares of Class P common stock to its partners. After such distribution, Portcullis Partners, LP beneficially owns 3,500,000 shares, and trusts of which the reporting person has voting and dispositive power beneficially own 572,622 shares. |