Kinetik Holdings Inc (KNTK) Form 4 Filed by Isq Holdings, LLC and 2 Others, May 05, 2022

SEC Form 4 · No Market Transaction
Conversion

Conversion of derivative securities.

Reporting Owners
TXN 2022-05-03 · FILED 2022-05-05
Equity Position 1.76K sh 0 → 1,764
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2022-05-05
Report Date
2022-05-03
Accession No.
0001140361-22-017940
Accepted At
2022-05-06 00:42 UTC
Reporting Owners
Name Relationship
Isq Holdings, LLC CIK 0001904413
10% Owner
Isq Global Fund II Gp LLC CIK 0001904934
10% Owner
I Squared Capital, LLC CIK 0001904404
10% Owner
Isq Holdings, LLC at Kinetik Holdings Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $446,572,091
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All filings by this insider at Kinetik Holdings Inc
Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Class A Common StockF1F2F3F4 2022-05-03 C - Conversion 1,764 A — 1,764 Indirect
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Consideration Allocation RightsF1F2F3F1F2F3F1F2F3F5F4 2022-05-03 C - Conversion 1,764 D $0.00 1,764 Class A Common Stock Indirect
Footnotes (5)
F1
Securities issued pursuant to and in connection with a contribution agreement (the "Contribution Agreement"), dated October 21, 2021, by and among Kinetik Holdings Inc., a Delaware corporation (f/k/a Altus Midstream Company, the "Issuer"), Kinetik Holdings LP, a Delaware limited partnership (f/k/a Altus Midstream LP, the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership, and New BCP Raptor Holdco, LLC, a Delaware limited liability company. Show more
F2
The term "Consideration Allocation Rights" refers to the right of a holder to receive, on a one-for-one basis, additional shares of Class A Common Stock originally issued as consideration in connection with the transactions under the Contribution Agreement, to the extent such shares of Class A Common Stock originally issued as consideration are forfeited by the original holders thereof (as described in footnote 3 below). Class A Common Stock or any other class or series of capital stock of the Issuer will be issued pursuant to Consideration Allocation Rights solely to the extent a corresponding forfeiture of specified shares has occurred. Show more
F3
Forfeiture may occur as follows: (i) with respect to 197,708 shares of Class A Common Stock, if Buzzard Midstream LLC and its affiliates receive less than $882,887,056.14 in cash proceeds from transfers of Partnership Common Units, Class C Common Stock and/or Class A Common Stock effected by February 25, 2028, and (ii) with respect to the remaining Consideration Allocation Rights, due to termination of service or employment by February 25, 2025 or February 25, 2026. Show more
F4
The securities are directly held by Buzzard Midstream LLC. Fund II GP is the general partner of the members of the indirect owners of Buzzard Midstream LLC and, in such capacity, exercises voting and investment power over the securities directly held by Buzzard Midstream LLC. I Squared Capital is the sole member of Fund II GP. ISQ Holdings is the managing member of I Squared Capital. Each of Sadek Magdi Wahba, Gautam Bhandari and Adil Rahmathulla is a member of ISQ Holdings but, in reliance on the "rule of three", disclaim beneficial ownership over the shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons. Show more
F5
The total number of Consideration Allocation Rights reported herein has been adjusted to reflect an amendment to the schedule to the Contribution Agreement, which increased the total number of Consideration Allocation Rights originally eligible to be received by the Reporting Persons to 807,856. Show more
5%+ Holders · 13D/G 2 filers
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