Kinder Morgan, Inc. Schedule 13D/A Amendment No. 7



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934


Amendment No. 7


KINDER MORGAN MANAGEMENT, LLC

(Name of Issuer)

__________________


Shares

(Title of Class of Securities)

__________________


49455U 10 0

(CUSIP Number)


Mr. Joseph Listengart

Kinder Morgan, Inc.

500 Dallas Street, Suite 1000

Houston, Texas  77002

Telephone: (713) 369-9000

(Name, Address and Telephone Number

of Person Authorized to Receive Notices

and Communications)


with a copy to:

Mr. Gary W. Orloff

Bracewell & Giuliani LLP

711 Louisiana Street, Suite 2300

Houston, Texas  77002-2770

Telephone: (713) 221-1306

Fax: (713) 221-2166

__________________


December 27, 2005

(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:  [  ]

The information required on 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.


__________________





SCHEDULE 13D/A

CUSIP No.: 49455U 10 0


1

 


Name of Reporting Person

I.R.S. Identification Nos. of Above Persons (Entities Only)


Kinder Morgan, Inc.

48-0290000


2

 


Check the Appropriate Box If A Member of a Group

(a)

[     ]

(b)

[     ]


3


SEC Use Only


4


Source of Funds

OO


5


Check Box If Disclosure of Legal Proceedings Is Required

Pursuant to Item 2(d) or 2(e)

[  ]


6


Citizenship or Place of Organization


Kansas


7


Sole Voting Power


8,951,851


8


Shared Voting Power


0


9


Sole Dispositive Power


8,951,851


10


Shared Dispositive Power


0


11


Aggregate Amount Beneficially Owned by Reporting Person


8,951,851


12


Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares


[  ]


13


Percent of Class Represented by Amount in Row (11)


15.5%


14


Type of Reporting Person


CO



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STATEMENT ON SCHEDULE 13D/A


This Amendment No. 7 amends and supplements the Statement on Schedule 13D (the “Initial Statement”) filed by Kinder Morgan, Inc., a Kansas corporation (the “Reporting Person”), on May 25, 2001, as amended by Amendment No. 1 on September 17, 2002, Amendment No. 2 on March 27, 2003, Amendment No. 3 on August 28, 2003, Amendment No. 4 on March 18, 2005, Amendment No. 5 on June 24, 2005 and Amendment No. 6 on November 14, 2005 (with the Initial Statement, the “Statement”), relating to the shares (the “Shares”) of Kinder Morgan Management, LLC, a Delaware limited liability company (the “Issuer”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

Item 3.

Source and Amount of Funds or Other Consideration


Item 3 of the Statement is supplemented as follows:

On December 27, 2005, the Reporting Person sold 1,670,000 of the Shares it owned in an underwritten public offering.

Pursuant to the quarterly distributions the Issuer makes to all holders of Shares, including the Reporting Person, the Reporting Person acquired an additional approximately 192,036 Shares between November 11, 2005 and December 27, 2005.

Item 5.

Interest in Securities of the Issuer


Item 5 of the Statement is supplemented as follows:

As of December 27, 2005, the Reporting Person beneficially owned 8,951,851 Shares, which represent approximately 15.5% of the outstanding Shares, based upon the number of Shares outstanding as of the most recent practicable date. The Reporting Person has sole voting and dispositive power with respect to such Shares. The persons listed on Appendix A disclaim any beneficial ownership of the Shares beneficially owned by the Reporting Person. The Reporting Person’s response in Item 3 is incorporated herein by reference. Other than the Issuer’s quarterly distributions, none of the persons listed on Appendix A have effected any transactions in the Shares in the sixty days prior to December 27, 2005. No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.



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SIGNATURE


After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 6, 2005

Kinder Morgan, Inc.



By: /s/ Joseph Listengart                                 

     Joseph Listengart

     Vice President, General Counsel and Secretary





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APPENDIX A

INFORMATION CONCERNING THE DIRECTORS AND

EXECUTIVE OFFICERS OF KINDER MORGAN, INC.


Set forth below are the name, current business address, citizenship, present principal occupation or employment and beneficial ownership of Shares of each director and executive officer of the Reporting Person. The principal address of the Reporting Person, the Issuer, Kinder Morgan G.P., Inc. (“KMGP”), which is the general partner of Kinder Morgan Energy Partners, L.P., and, unless otherwise indicated, the current business address for each individual listed below, is 500 Dallas Street, Suite 1000, Houston, Texas 77002. Each director or executive officer listed below is a citizen of the United States and has sole voting and dispositive power over all Shares beneficially owned by him or her. Other than pursuant to the Issuer’s quarterly distributions of Shares, none of the persons listed below have effected transactions in Shares in the sixty days prior to December 27, 2005.





Name and Address

(if different from above)




Present Principal Occupation

and Position with Reporting Person

Number of Shares

Beneficially Owned

(Percentage of the Shares

Outstanding)

as of December 27, 2005


Richard D. Kinder


Mr. Kinder is the Chairman of the Boards of Directors and Chief Executive Officer of the Reporting Person, KMGP and the Issuer.


55,695 (less than 1%)


C. Park Shaper


Mr. Shaper is the President of the Reporting Person, KMGP and the Issuer and a Director of KMGP and the Issuer.


2,708 (less than 1%)


Ian D. Anderson


Mr. Anderson is President of the Reporting Person’s Kinder Morgan Canada Subsidiary.


0


Edward H. Austin, Jr.



Mr. Austin is a Director of the Reporting Person. Mr. Austin’s principal occupation is Director and Executive Vice President of Austin, Calvert & Flavin, Inc., an investment advisory firm located in San Antonio, Texas.


0


Charles W. Battey


Mr. Battey is a Director of the Reporting Person. Mr. Battey’s principal occupation is an independent consultant and active community volunteer based in Overland Park, Kansas.


0


Stewart A. Bliss


Mr. Bliss is a Director of the Reporting Person. Mr. Bliss’s principal occupation is an Independent Financial Consultant and Senior Business Advisor in Denver, Colorado.


0



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Name and Address

(if different from above)




Present Principal Occupation

and Position with Reporting Person

Number of Shares

Beneficially Owned

(Percentage of the Shares

Outstanding)

as of December 27, 2005


Kimberly A. Dang

(formerly Kimberly J. Allen)


Mrs. Dang is Vice President and Chief Financial Officer of the Reporting Person, KMGP and the Issuer.


383 (less than 1%)


Ted A. Gardner


Mr. Gardner is a Director of the Reporting Person. Mr. Gardner’s principal occupation is private investor in Charlotte, North Carolina.


0


William J. Hybl


Mr. Hybl is a Director of the Reporting Person. Mr. Hybl’s principal occupation is Chairman of the Board of Directors, Chief Executive Officer and Trustee of El Pomar Foundation, a charitable foundation located in Colorado Springs, Colorado.


0


David D. Kinder


Mr. Kinder is Vice President, Corporate Development and Treasurer of the Reporting Person, KMGP and the Issuer.


1,3071 (less than 1%)


Randall L. Jespersen


Mr. Jesperson is President of the Reporting Person’s Terasen Gas Subsidiary.


0


Steven J. Kean


Mr. Kean is Executive Vice President, Operations of the Reporting Person, KMGP and the Issuer.


0


Joseph Listengart


Mr. Listengart is Vice President, General Counsel and Secretary of the Reporting Person, KMGP and the Issuer.


0


Michael C. Morgan


Mr. Morgan is a Director of the Reporting Person. Mr. Morgan’s principal occupation is President of Portcullis Partners, L.P., a private investment partnership located in Houston, Texas.


4,639 (less than 1%)


Scott E. Parker


Mr. Parker is Vice President (President, Natural Gas Pipelines) of the Reporting Person, KMGP and the Issuer.


0


Edward Randall, III


Mr. Randall is a Director of the Reporting Person. Mr. Randall’s principal occupation is private investor in Houston, Texas.


0


Fayez Sarofim


Mr. Sarofim is a Director of the Reporting Person. Mr. Sarofim’s principal occupation is President and Chairman of the Board of Fayez Sarofim & Co., an investment advisory firm located in Houston, Texas.


0




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Name and Address

(if different from above)




Present Principal Occupation

and Position with Reporting Person

Number of Shares

Beneficially Owned

(Percentage of the Shares

Outstanding)

as of December 27, 2005


James E. Street


Mr. Street is Vice President, Human Resources and Administration of the Reporting Person, KMGP and the Issuer.


2,596 (less than 1%)


H. A. True, III


Mr. True is a Director of the Reporting Person. Mr. True’s principal occupation is owner and director of the True Companies, which are involved in energy, agriculture and financing, and are located in Casper, Wyoming.


0


Daniel E. Watson









_________________________

1 Includes 256 Shares owned by Mr. Kinder’s son. Mr. Kinder disclaims beneficial ownership of the Shares.


Mr. Watson is Vice President (President, Retail) of the Reporting Person.



0





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