0000899243-23-003685.txt : 20230202
0000899243-23-003685.hdr.sgml : 20230202
20230202190940
ACCESSION NUMBER: 0000899243-23-003685
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230131
FILED AS OF DATE: 20230202
DATE AS OF CHANGE: 20230202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Welch Jamie
CENTRAL INDEX KEY: 0001579251
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38048
FILM NUMBER: 23583040
MAIL ADDRESS:
STREET 1: 3738 OAK LAWN AVE.
CITY: DALLAS
STATE: TX
ZIP: 75219
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kinetik Holdings Inc.
CENTRAL INDEX KEY: 0001692787
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 814675947
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2700 POST OAK BLVD.
STREET 2: SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-621-7330
MAIL ADDRESS:
STREET 1: 2700 POST OAK BLVD.
STREET 2: SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77056
FORMER COMPANY:
FORMER CONFORMED NAME: Altus Midstream Co
DATE OF NAME CHANGE: 20181113
FORMER COMPANY:
FORMER CONFORMED NAME: Kayne Anderson Acquisition Corp
DATE OF NAME CHANGE: 20161220
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-01-31
0
0001692787
Kinetik Holdings Inc.
KNTK
0001579251
Welch Jamie
2700 POST OAK BOULEVARD SUITE 300
HOUSTON
TX
77056
1
1
0
0
See Remarks
Class A Common Stock
2023-01-31
4
M
0
25
0.00
A
2987341
D
Class A Common Stock
804
I
By 401(k) plan
Class A Common Stock
1276
I
By spouse
Consideration Allocation Rights
2023-01-31
4
M
0
25
D
Class A Common Stock
25
24488
D
Kinetik Holdings Units
Class A Common Stock
798320
D
Consideration Allocation Rights refer to the right of a holder thereof to receive on February 25, 2025 and February 25, 2026, or an earlier settlement date as described in the Consideration Allocation Agreement (the "Allocation Agreement"), dated as of February 22, 2022, by and among the Issuer and certain stockholders, 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 (the "Contribution Agreement"), dated October 21, 2021, by and among the Issuer, Kinetik Holdings LP, BCP Raptor Holdco, LP and New BCP Raptor Holdco, LLC, to the extent such shares of Class A Common Stock originally issued as consideration are forfeited by the original holders. 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.
On January 31, 2023, the Reporting Person received shares of Class A Common Stock in settlement of Consideration Allocation Rights pursuant to the Allocation Agreement.
Includes an additional 82,577 shares acquired by Mr. Welch since the date of Mr. Welch's last Form 4 pursuant to the Company's Dividend and Distribution Reinvestment Plan ("DRIP"), which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. Includes 10,680 shares that were previously reported on May 5, 2022 and inadvertently omitted from the Reporting Person's subsequent Forms 4.
Includes an additional 17 shares acquired by Mr. Welch since the date of Mr. Welch's last Form 4 pursuant to the DRIP, which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended.
Reflects shares of Class A Common Stock held in the Reporting Person's spouse's individual retirement account. Includes an additional 76 shares acquired by Mr. Welch's spouse since the date of Mr. Welch's last Form 4 pursuant to the DRIP, which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended.
The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in Kinetik Holdings LP (the "Partnership" and such common units "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.
Total number of Kinetik Holdings Units has been adjusted to (i) include 28,468 (without giving effect to the unit split described below) Kinetik Holdings Units which were inadvertently omitted from the Reporting Person's Form 4 filed February 24, 2022 and (ii) reflect the two-for-one unit split the Partnership effected on June 8, 2022 in connection with the Company's 2-for-1 stock split with respect to its Class A Common Stock and Class C Common Stock.
Chief Executive Officer, President, Chief Financial Officer
By: /s/ Todd Carpenter, Attorney-in-Fact
2023-02-02