ISQ Global Fund II GP LLC - May 3, 2023 Form 4 Insider Report for Kinetik Holdings Inc. (KNTK)

Role
10%+ Owner
Signature
ISQ Global Fund II GP, LLC, By: /s/ Adil Rahmathulla, Director
Stock symbol
KNTK
Transactions as of
May 3, 2023
Transactions value $
$0
Form type
4
Date filed
5/5/2023, 04:15 PM
Previous filing
Feb 2, 2023
Next filing
Aug 2, 2023

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 +5.11K +0.21% 2.48M May 3, 2023 See Explanation of Responses F1, F2, F3, F4, F5

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 -5.11K -0.32% $0.00 1.6M May 3, 2023 Class A Common Stock 5.11K See Explanation of Responses F1, F2, F3, F5
* 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 This number includes 720,089 shares of Class A Common Stock acquired on February 16, 2023, 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.
F5 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 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.