0000899243-23-012323.txt : 20230505 0000899243-23-012323.hdr.sgml : 20230505 20230505060509 ACCESSION NUMBER: 0000899243-23-012323 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230503 FILED AS OF DATE: 20230505 DATE AS OF CHANGE: 20230505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Energy Management Associates II L.L.C. CENTRAL INDEX KEY: 0001700376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891071 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BMA VII L.L.C. CENTRAL INDEX KEY: 0001700374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891068 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone EMA II L.L.C. CENTRAL INDEX KEY: 0001700375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891070 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BX Permian Pipeline Aggregator LP CENTRAL INDEX KEY: 0001913508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891073 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Management Associates VII L.L.C. CENTRAL INDEX KEY: 0001700377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891069 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP VII/BEP II Holdings Manager L.L.C. CENTRAL INDEX KEY: 0001886209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891072 BUSINESS ADDRESS: STREET 1: C/O BLACKSTONE INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O BLACKSTONE INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Raptor Aggregator L.P. CENTRAL INDEX KEY: 0001891960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23891074 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 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 X0407 4 2023-05-03 0 0001692787 Kinetik Holdings Inc. KNTK 0001891960 BCP Raptor Aggregator L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001913508 BX Permian Pipeline Aggregator LP C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001886209 BCP VII/BEP II Holdings Manager L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 Former 10% Owner 0001700376 Blackstone Energy Management Associates II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700375 Blackstone EMA II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700377 Blackstone Management Associates VII L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 Former 10% Owner 0001700374 BMA VII L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 Former 10% Owner 0 Class A Common Stock 2023-05-03 4 C 0 10498 A 5099743 I See footnotes Class A Common Stock 2023-05-03 4 C 0 1696 A 824445 I See footnotes Consideration Allocation Rights 2023-05-03 4 C 0 10498 0.00 D Class A Common Stock 10498 3315527 I See footnotes Consideration Allocation Rights 2023-05-03 4 C 0 1696 0.00 D Class A Common Stock 1696 535465 I See footnotes 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 May 3, 2023, certain Reporting Persons received shares of Class A Common Stock in settlement of Consideration Allocation Rights pursuant to the Allocation Agreement. Includes an additional 1,477,974 shares acquired by BCP Raptor Aggregator, LP since the date of the Reporting Persons' last Form 4 pursuant to the Company's Dividend and Distribution Reinvestment Plan, which acquisitions were exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. Includes an additional 238,937 shares acquired by BX Permian Pipeline Aggregator LP since the date of the Reporting Persons' last Form 4 pursuant to the Company's Dividend and Distribution Reinvestment Plan, which acquisitions were exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. These securities are owned directly by BCP Raptor Aggregator, LP. These securities are owned directly by BX Permian Pipeline Aggregator LP. 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. (continued from footnote 7) 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. Due to limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. 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. 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. BCP Raptor Aggregator, LP, By: BCP VII/BEP II Holdings Manager L.L.C., its general partner, By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 2023-05-05 BX Permian Pipeline Aggregator LP, By: BCP VII/BEP II Holdings Manager L.L.C., its general partner, By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 2023-05-05 BCP VII/BEP II Holdings Manager L.L.C., By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 2023-05-05 Blackstone Energy Management Associates II L.L.C., By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2023-05-05 Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2023-05-05 Blackstone Management Associates VII L.L.C., By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2023-05-05 BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2023-05-05