Blackstone Holdings III L.P. - Feb 22, 2022 Form 3 Insider Report for Kinetik Holdings Inc. (KNTK)

Role: 10%+ Owner
Signature: Blackstone Holdings III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
Stock symbol: KNTK
Transactions as of: Feb 22, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/4/2022, 04:31 PM
Previous filing: Feb 18, 2022
Next filing: Feb 28, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	KNTK	Kinetik Holdings Units	Feb 22, 2022	Class A Common Stock	28.2M	See footnotes	F1, F2, F4, F6, F7, F8, F9, F10
holding	KNTK	Consideration Allocation Rights	Feb 22, 2022	Class A Common Stock	1.56M	See footnotes	F1, F3, F4, F6, F7, F8, F9, F10
holding	KNTK	Kinetik Holdings Units	Feb 22, 2022	Class A Common Stock	4.56M	See footnotes	F1, F2, F5, F6, F7, F8, F9, F10
holding	KNTK	Consideration Allocation Rights	Feb 22, 2022	Class A Common Stock	251K	See footnotes	F1, F3, F5, F6, F7, F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Securities issued pursuant 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 ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company.
F2	The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in the Partnership ("Partnership Common Units") and an equal number of paired shares of Class C common stock of the Issuer. The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder of Partnership Common Units (other than the Issuer) generally has the right to cause the Partnership to redeem all or a portion of its Partnership Common Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of Partnership Common Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The Partnership Common Units and the right to exercise the Redemption Right have no expiration date.
F3	Consideration Allocation Rights refer to the right of a holder to receive on February 25, 2025 and February 26, 2026, or an earlier settlement date as described therein, 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. 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.
F4	These securities are owned directly by BCP Raptor Aggregator, LP.
F5	These securities are owned directly by BX Permian Pipeline Aggregator LP.
F6	BCP VII/BEP II Holdings Manager L.L.C. is the general partner of each of BCP Raptor Aggregator, LP and BX Permian Pipeline Aggregator LP. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings GP III L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C.
F7	(continued from footnote 6) The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
F8	Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
F9	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F10	Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.