| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kinetik Holdings Inc. [ KNTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.001 | 03/07/2024 | A(1) | 12,855 | A | $0.00 | 332,044(1) | D | |||
| Class A Common Stock, par value $0.001 | 03/11/2024 | S(2) | 3,179 | D | $35.57 | 328,865 | D | |||
| Class A Common Stock, par value $0.001 | 03/07/2024 | A(3) | 16,141 | A | $0.00 | 350,160(3)(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (5) | 03/07/2024 | A | 8,452 | (5) | (5) | Class A Common Stock, par value $0.001 | 8,452 | $0.00 | 8,452 | D | ||||
| Explanation of Responses: |
| 1. Represents an award of fully vested shares of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") of Kinetik Holding Inc. (the "Issuer") granted to the Reporting Person in lieu of cash settlement of the annual incentive award earned by the Reporting Person for the 2023 fiscal year. |
| 2. Represents shares of Class A Common Stock sold by the Reporting Person to cover tax withholding obligations in connection with the award of vested shares in lieu of cash settlement of the annual incentive award earned by the Reporting Person for the 2023 fiscal year. |
| 3. Represents an award of restricted stock units ("RSUs") granted to the Reporting Person under the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan (the "Plan") that will vest on January 1, 2027, subject to the Reporting Person's continued employment through such date, and may be settled only for shares of Class A Common Stock on a one-for-one basis. |
| 4. Includes 5,154 shares of Class A Common Stock not previously reported pursuant to Rule 16a-11 under the Securities Exchange Act of 1934 that were acquired under the Issuer's Dividend and Distribution Reinvestment Plan after the Reporting Person's immediately prior Form 5 filing. |
| 5. Represents an award of performance share units ("PSUs") representing a contingent right to receive one share of Class A Common Stock. Between 0% and 200% of the target number of PSUs granted, which were granted under the Plan, are eligible to vest based on continued employment and the Issuer's annualized total shareholder return over the period from January 1, 2024, through December 31, 2026. |
| Remarks: |
| EVP, Chief Accounting Officer, and Chief Administrative Officer |
| By: /s/ Todd Carpenter, Attorney-in-Fact | 03/11/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||