[X] |
Rule 13d-1(b)
|
[ ] |
Rule 13d-1(c)
|
[ ] |
Rule 13d-1(d)
|
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,188 *
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,188 *
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,188 *
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%**
|
||
12
|
TYPE OF REPORTING PERSON
IA
|
* |
Comprised of common shares held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
|
** |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 5, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
James M. Jampel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,188 *
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,188 *
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,188*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%**
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
* |
Comprised of common shares held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
|
** |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 5, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on November 5, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE MLP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 5, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge QP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 5, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Energy LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 5, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge Offshore Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
* |
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 5, 2020.
|
Item 1(a).
|
Name of Issuer:
|
Altus Midstream Company
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100
|
|
Houston, Texas 77056-4400
|
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is filed by:
|
|
HITE Hedge Asset Management LLC
|
|
James M. Jampel
|
|
HITE Hedge LP
|
|
HITE MLP LP
|
|
HITE Hedge QP LP
|
|
HITE Energy LP
|
|
HITE Hedge Offshore Ltd.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each Reporting Person is:
|
|
300 Crown Colony Drive
|
|
Suite 108
|
|
Quincy, MA 02169
|
|
Item 2(c).
|
Citizenship:
|
HITE Hedge Asset Management LLC is a Delaware limited liability company
|
|
James M. Jampel is a citizen of the United States
|
|
HITE Hedge LP is a Delaware limited partnership
|
|
HITE MLP LP is a Delaware limited partnership
|
|
HITE Hedge QP LP is a Delaware limited partnership
|
|
HITE Energy LP is a Delaware limited partnership
|
|
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
|
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Common Stock, par value $0.0001
|
|
Item 2(e).
|
CUSIP Number:
|
02215L100
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
(a) ☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
(b) ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c) ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d) ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e) ☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
(f) ☐ |
An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
|
(g) ☐ |
A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
|
(h) ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i) ☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j) ☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
(k) ☒ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
|
Item 4.
|
Ownership.
|
|
(a)
|
Amount beneficially owned:
|
|
HITE Hedge Asset Management LLC: 1,188 shares
|
||
James M. Jampel: 1,188 shares
|
||
HITE Hedge LP: 1,188 shares
|
||
HITE MLP LP: 0 shares
|
||
HITE Hedge QP LP: 0 shares
|
||
HITE Energy LP: 0 shares
|
||
HITE Hedge Offshore Ltd.: 0 shares
|
||
(b)
|
Percent of class:
|
|
HITE Hedge Asset Management LLC: 0.03%
|
||
James M. Jampel: 0.03%
|
||
HITE Hedge LP: 0.03%
|
||
HITE MLP LP: 0%
|
||
HITE Hedge QP LP: 0%
|
||
HITE Energy LP: 0%
|
||
HITE Hedge Offshore Ltd.: 0%
|
||
Percentage ownership is based upon 3,746,460 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020. |
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
||
(ii)
|
Shared power to vote or to direct the vote:
|
||
HITE Hedge Asset Management LLC: 1,188 shares
|
|||
James M. Jampel: 1,188 shares
|
|||
HITE Hedge LP: 1,188 shares
|
|||
HITE MLP LP: 0 shares
|
|||
HITE Hedge QP LP: 0 shares
|
|||
HITE Energy LP: 0 shares
|
|||
HITE Hedge Offshore Ltd.: 0 shares
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
||
(iv)
|
Shared power to dispose or to direct the disposition of:
|
||
HITE Hedge Asset Management LLC: 1,188 shares
|
|||
James M. Jampel: 1,188 shares
|
|||
HITE Hedge LP: 1,188 shares
|
|||
HITE MLP LP: 0 shares
|
|||
HITE Hedge QP LP: 0 shares
|
|||
HITE Energy LP: 0 shares
|
|||
HITE Hedge Offshore Ltd.: 0 shares
|
Mr. Jampel disclaims beneficial ownership of the securities.
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
HITE Hedge Asset Management LLC
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
Individual
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
HITE Hedge LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE MLP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge QP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Energy LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge Offshore Ltd.
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
Exhibit No.
|
Description
|
HITE Hedge Asset Management LLC
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
Individual
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
HITE Hedge LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE MLP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge QP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Energy LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge Offshore Ltd.
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|