0001193805-18-000877.txt : 20180622 0001193805-18-000877.hdr.sgml : 20180622 20180622091610 ACCESSION NUMBER: 0001193805-18-000877 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180606 FILED AS OF DATE: 20180622 DATE AS OF CHANGE: 20180622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grosvenor Capital Management, L.P. CENTRAL INDEX KEY: 0001403169 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913237 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE, SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312 506-6507 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE, SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCM Special Opportunities Master Fund, Ltd. CENTRAL INDEX KEY: 0001743981 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913238 BUSINESS ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCG Altscape Master Fund, L.P. CENTRAL INDEX KEY: 0001743982 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913239 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCM Grove Investments, L.P. CENTRAL INDEX KEY: 0001743980 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913240 BUSINESS ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. CENTRAL INDEX KEY: 0001743983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913241 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCM Investments GP, LLC CENTRAL INDEX KEY: 0001743984 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913242 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCMH GP, L.L.C. CENTRAL INDEX KEY: 0001743985 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913243 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grosvenor Capital Management Holdings, LLLP CENTRAL INDEX KEY: 0001743986 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913244 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCM, L.L.C. CENTRAL INDEX KEY: 0001744289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913245 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sacks Michael Jay CENTRAL INDEX KEY: 0001509764 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55864 FILM NUMBER: 18913246 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kinder Morgan Canada Ltd CENTRAL INDEX KEY: 0001714973 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 5TH AVENUE SW, SUITE 2700 CITY: CALGARY STATE: A0 ZIP: T2P5J2 BUSINESS PHONE: 713-369-9488 MAIL ADDRESS: STREET 1: 300 5TH AVENUE SW, SUITE 2700 CITY: CALGARY STATE: A0 ZIP: T2P5J2 4 1 e618118_4-kmlpart1.xml OWNERSHIP DOCUMENT X0306 4 2018-06-06 0 0001714973 Kinder Morgan Canada Ltd KML 0001403169 Grosvenor Capital Management, L.P. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 1 0 0001743981 GCM Special Opportunities Master Fund, Ltd. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001743982 MCG Altscape Master Fund, L.P. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001743980 GCM Grove Investments, L.P. PO BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001743983 GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001743984 GCM Investments GP, LLC 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001743985 GCMH GP, L.L.C. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001743986 Grosvenor Capital Management Holdings, LLLP 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001744289 GCM, L.L.C. 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO IL 60611 0 0 1 0 0001509764 Sacks Michael Jay 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO IL 60611 0 0 1 0 Restricted Voting Shares, no par value 2018-06-06 4 P 0 4100 16.0105 A 7357767 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-06 4 P 0 15300 16.0088 A 7373067 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-07 4 P 0 2400 16.0475 A 7375467 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-07 4 P 0 4300 16.0500 A 7379767 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-08 4 P 0 50000 16.0500 A 7429767 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-11 4 P 0 94800 16.0441 A 7524567 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-11 4 P 0 44100 16.0500 A 7568667 I By GCM Special Opportunities Master Fund, Ltd. Restricted Voting Shares, no par value 2018-06-11 4 P 0 14900 16.0526 A 14900 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 2018-06-11 4 P 0 39100 16.0500 A 54000 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 2018-06-12 4 P 0 28900 15.8511 A 82900 I By GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. Restricted Voting Shares, no par value 1176278 I By MCG Altscape Master Fund, L.P. Restricted Voting Shares, no par value 1842756 I By GCM Grove Investments, L.P. This Form 4 is filed jointly by Grosvenor Capital Management, L.P. ("GCMLP"), GCM Special Opportunities Master Fund, Ltd. ("GSOMF"), MCG Altscape Master Fund, L.P. ("Altscape"), GCM Grove Investments, L.P. ("GARS-CO"), GCM Grosvenor Multi-Asset Class Fund II Trading, L.P. ("MACII"), GCM Investments GP, LLC ("GCM GP"), Grosvenor Capital Management Holdings, LLLP ("Grosvenor CMH"), GCMH GP, L.L.C. ("GCMH GP"), GCM, L.L.C., Grosvenor Holdings, L.L.C. ("Grosvenor Holdings"), MJS, LLC and Michael J. Sacks ("Mr. Sacks") (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Restricted Voting Shares, no par value (the "Shares"). Each Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such Shares for purposes of Section 16 or for any other purpose. Shares owned directly by GSOMF. GCMLP, as the investment advisor of GSOMF, may be deemed to beneficially own the Shares owned directly by GSOMF. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by GSOMF. Grosvenor Holdings, as the managing member of GCM, L.L.C, may be deemed to beneficially own the Shares owned directly by GSOMF. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own the Shares owned directly by GSOMF. Shares owned directly by Altscape. GCM GP, as the general partner of Altscape, may be deemed to beneficially own the Shares owned directly by Altscape. Grosvenor CMH, as the sole member of GCM GP, may be deemed to beneficially own the Shares owned directly by Altscape. GCMH GP, as the general partner of Grosvenor CMH, may be deemed to beneficially own the Shares owned directly by Altscape. GCMLP, as the investment advisor of Altscape, may be deemed to beneficially own the Shares owned directly by Altscape. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by Altscape. Grosvenor Holdings, as the managing member of each of GCM, L.L.C and GCMH GP, may be deemed to beneficially own the Shares owned directly by Altscape. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own Shares owned directly by Altscape. Shares owned directly by GARS-CO. GCM GP, as the general partner of GARS-CO, may be deemed to beneficially own the Shares owned directly by GARS-CO. Grosvenor CMH, as the sole member of GCM GP, may be deemed to beneficially own the Shares owned directly by GARS-CO. GCMH GP, as the general partner of Grosvenor CMH, may be deemed to beneficially own the Shares owned directly by GARS-CO. GCMLP, as the investment advisor of GARS-CO, may be deemed to beneficially own the Shares owned directly by GARS-CO. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by GARS-CO. Grosvenor Holdings, as the managing member of each of GCM, L.L.C and GCMH GP, may be deemed to beneficially own the Shares owned directly by GARS-CO. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own Shares owned directly by GARS-CO. Shares owned directly by MACII. GCM GP, as the general partner of MACII, may be deemed to beneficially own the Shares owned directly by MACII. Grosvenor CMH, as the sole member of GCM GP, may be deemed to beneficially own the Shares owned directly by MACII. GCMH GP, as the general partner of Grosvenor CMH, may be deemed to beneficially own the Shares owned directly by MACII. GCMLP, as the investment advisor of MACII, may be deemed to beneficially own the Shares owned directly by MACII. GCM, L.L.C., as the general partner of GCMLP, may be deemed to beneficially own the Shares owned directly by MACII. Grosvenor Holdings, as the managing member of each of GCM, L.L.C and GCMH GP, may be deemed to beneficially own the Shares owned directly by MACII. Each of MJS, LLC and Mr. Sacks, as a managing member of Grosvenor Holdings, may be deemed to beneficially own Shares owned directly by MACII. Price per Share is provided in Canadian dollars. Grosvenor Capital Management, L.P., By: GCM, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 GCM Special Opportunities Master Fund, Ltd., By: Grosvenor Capital Management, L.P., its investment advisor, By: GCM, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 MCG Altscape Master Fund, L.P., By: Grosvenor Capital Management, L.P., its investment advisor, By: GCM, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 GCM Grove Investments, L.P., By: Grosvenor Capital Management, L.P., its investment advisor, By: GCM, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 GCM Grosvenor Multi-Asset Class Fund II Trading, L.P., By: Grosvenor Capital Management, L.P., its investment advisor, By: GCM, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 GCM, L.L.C., By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 GCM Investments GP, LLC, By: Grosvenor Capital Management Holdings, LLLP, its sole member, By: GCMH GP, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 Grosvenor Capital Management Holdings, LLLP, By: GCMH GP, L.L.C., its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 GCMH GP, L.L.C., By: /s/ Burke J. Montgomery, Authorized Signatory 2018-06-22 /s/ Michael J. Sacks 2018-06-22