ISQ Global Fund II GP LLC - Oct 24, 2024 Form 4 Insider Report for Kinetik Holdings Inc. (KNTK)

Role: 10%+ Owner
Signature: ISQ Global Fund II GP, LLC, By: /s/ Gautam Bhandari, Director
Stock symbol: KNTK
Transactions as of: Oct 24, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/28/2024, 04:15 PM
Previous filing: Apr 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KNTK	Class A Common Stock	Conversion of derivative security		+234	+0%		5M	Oct 24, 2024	See Explanation of Responses	F1, F2, F3, F4

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KNTK	Consideration Allocation Rights	Conversion of derivative security	$0	-234	-0.01%	$0.00	1.6M	Oct 24, 2024	Class A Common Stock	234		See Explanation of Responses	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
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.
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, 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.
F4	The securities are directly held by Buzzard Midstream LLC. ISQ Global Fund II GP, 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, LLC ("I Squared Capital") is the sole member of Fund II GP. ISQ Holdings, LLC ("ISQ Holdings") is the managing member of I Squared Capital. Each of Sadek Wahba and Gautam Bhandari is a member of ISQ Holdings and disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein.