InsiderTrades

Form 4 for KNTK Kinetik Holdings Inc.

Accepted 2022-08-05 00:00:00 ET · period of report 2022-08-03 · accession 0001140361-22-028468 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2022-08-05 2022-08-03 KNTK ISQ Global Fund II GP LLC 10% C - Cnv Deriv — +2,574 594.9K +0.4% —
DI 2022-08-05 2022-08-03 KNTK ISQ Global Fund II GP LLC 10% C - Cnv Deriv $0.00 -2,574 1.61M -0.2% $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2022-08-03 C A 2,574 — 594,852 I See Explanation of Responses — — (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. (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. (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. (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. (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. (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.
2 Derivative Consideration Allocation Rights 2022-08-03 C D 2,574 $0.00 1,609,610 I See Explanation of Responses — · — to — 2,574 Class A Common Stock (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. (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. (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. (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. (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.