Kinetik Holdings Inc (KNTK) Form 4 Filed by Isq Global Fund II Gp LLC and 2 Others, Aug 05, 2022

SEC Form 4 · No Market Transaction
Conversion

Conversion of derivative securities.

Reporting Owners
TXN 2022-08-03 · FILED 2022-08-05
Equity Position 595K sh 592,278 → 594,852
Equity Change +0.4% shares held after vs before
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2022-08-05
Report Date
2022-08-03
Accession No.
0001140361-22-028468
Accepted At
2022-08-05 22:25 UTC
Reporting Owners
Name Relationship
Isq Global Fund II Gp LLC CIK 0001904934
10% Owner
Isq Holdings, LLC CIK 0001904413
10% Owner
I Squared Capital, LLC CIK 0001904404
10% Owner
Isq Global Fund II Gp LLC at Kinetik Holdings Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $446,572,091
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Class A Common StockF1F2F3F4F5F6 2022-08-03 C - Conversion 2,574 A — 594,852 Indirect
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Consideration Allocation RightsF1F2F3F1F2F3F1F2F3F4F6 2022-08-03 C - Conversion 2,574 D $0.00 2,574 Class A Common Stock Indirect
Footnotes (6)
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 395,416 shares of Class A Common Stock (adjusted for the two-for-one stock split described in footnote 4 below), 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 total number of shares of Class A Common Stock and Consideration Allocation Rights reported herein have been adjusted to reflect the two-for-one stock split effected by the Company on June 8, 2022. Show more
F5
This number includes 588,750 shares of Class A Common Stock acquired on May 17, 2022, and adjusted for the two-for-one stock split described in footnote 4 above, under the Company's Dividend Reinvestment Plan. This transaction was exempt from reporting under Section 16(a) of the Exchange Act pursuant to Rule 16a-11 thereunder. Show more
F6
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
5%+ Holders · 13D/G 2 filers
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