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 ^*

C/R Energy GP III, LLC

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)

712 FIFTH AVENUE, 51ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011

(Street)

NEW YORK, NY 10019

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class P Common Stock	02/16/2011		C		2,798,990	A	⁽¹⁾	2,798,990	I	See footnote ⁽²⁾
Class P Common Stock	02/16/2011		C		9,636,908	A	⁽¹⁾	9,636,908	I	See footnote ⁽³⁾
Class P Common Stock	02/16/2011		C		6,513,388	A	⁽¹⁾	6,513,388	I	See footnote ⁽⁴⁾
Class P Common Stock	02/16/2011		C		267,551	A	⁽¹⁾	267,551	I	See footnote ⁽⁵⁾
Class P Common Stock	02/16/2011		C		56,979	A	⁽¹⁾	56,979	I	See footnote ⁽⁶⁾
Class P Common Stock	02/16/2011		S		2,798,990	D	$ 29.1	0	I	See footnote ⁽²⁾
Class P Common Stock	02/16/2011		S		9,636,908	D	$ 29.1	0	I	See footnote ⁽³⁾
Class P Common Stock	02/16/2011		S		6,513,388	D	$ 29.1	0	I	See footnote ⁽⁴⁾
Class P Common Stock	02/16/2011		S		267,551	D	$ 29.1	0	I	See footnote ⁽⁵⁾
Class P Common Stock	02/16/2011		S		56,979	D	$ 29.1	0	I	See footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Class A Common Stock, Series A-5

⁽¹⁾

02/16/2011

2,798,990

⁽¹⁾

Class P Common Stock

⁽¹⁾

$ 0

8,647,643

See footnote ⁽²⁾

Class A Common Stock, Series A-5

⁽¹⁾

02/16/2011

9,636,908

⁽¹⁾

Class P Common Stock

⁽¹⁾

$ 0

29,773,786

See footnote ⁽³⁾

Class A Common Stock, Series A-5

⁽¹⁾

02/16/2011

6,513,388

⁽¹⁾

Class P Common Stock

⁽¹⁾

$ 0

20,123,489

See footnote ⁽⁴⁾

Class A Common Stock, Series A-5

⁽¹⁾

02/16/2011

267,551

⁽¹⁾

Class P Common Stock

⁽¹⁾

$ 0

826,614

See footnote ⁽⁵⁾

Class A Common Stock, Series A-5

⁽¹⁾

02/16/2011

56,979

⁽¹⁾

Class P Common Stock

⁽¹⁾

$ 0

176,040

See footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
C/R Energy GP III, LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019		X
C/R KNIGHT PARTNERS, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019		X
Carlyle/Riverstone Knight Investment Partnership, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019		X
Carlyle/Riverstone Energy Partners III, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019		X

Signatures

/s/ Andrew Ward		02/18/2011
^**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)	See exhibit 99.1 for text of footnote (1).
(2)	See exhibit 99.1 for text of footnote (2).
(3)	See exhibit 99.1 for text of footnote (3).
(4)	See exhibit 99.1 for text of footnote (4).
(5)	See exhibit 99.1 for text of footnote (5).
(6)	See exhibit 99.1 for text of footnote (6).
Remarks: Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information

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