0001140361-23-004181.txt : 20230202
0001140361-23-004181.hdr.sgml : 20230202
20230202163046
ACCESSION NUMBER: 0001140361-23-004181
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: I Squared Capital, LLC
CENTRAL INDEX KEY: 0001904404
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38048
FILM NUMBER: 23581342
BUSINESS ADDRESS:
STREET 1: 600 BRICKELL AVENUE
STREET 2: PENTHOUSE
CITY: MIAMI
STATE: FL
ZIP: 33131-3067
BUSINESS PHONE: 786-693-5700
MAIL ADDRESS:
STREET 1: 600 BRICKELL AVENUE
STREET 2: PENTHOUSE
CITY: MIAMI
STATE: FL
ZIP: 33131-3067
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISQ Global Fund II GP LLC
CENTRAL INDEX KEY: 0001904934
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38048
FILM NUMBER: 23581344
BUSINESS ADDRESS:
STREET 1: 600 BRICKELL AVENUE
STREET 2: PENTHOUSE
CITY: MIAMI
STATE: FL
ZIP: 33131-3067
BUSINESS PHONE: 786-693-5700
MAIL ADDRESS:
STREET 1: 600 BRICKELL AVENUE
STREET 2: PENTHOUSE
CITY: MIAMI
STATE: FL
ZIP: 33131-3067
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISQ Holdings, LLC
CENTRAL INDEX KEY: 0001904413
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38048
FILM NUMBER: 23581343
BUSINESS ADDRESS:
STREET 1: 600 BRICKELL AVENUE
STREET 2: PENTHOUSE
CITY: MIAMI
STATE: FL
ZIP: 33131-3067
BUSINESS PHONE: 786-693-5700
MAIL ADDRESS:
STREET 1: 600 BRICKELL AVENUE
STREET 2: PENTHOUSE
CITY: MIAMI
STATE: FL
ZIP: 33131-3067
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
form4.xml
X0306
4
2023-01-31
0001692787
Kinetik Holdings Inc.
KNTK
0001904934
ISQ Global Fund II GP LLC
600 BRICKELL AVENUE
PENTHOUSE
MIAMI
FL
33131-3067
true
0001904413
ISQ Holdings, LLC
600 BRICKELL AVENUE
PENTHOUSE
MIAMI
FL
33131-3067
true
0001904404
I Squared Capital, LLC
600 BRICKELL AVENUE
PENTHOUSE
MIAMI
FL
33131-3067
true
Class A Common Stock
2023-01-31
4
C
0
1671
A
1759453
I
See Explanation of Responses
Consideration Allocation Rights
2023-01-31
4
C
0
1671
0
D
Class A Common Stock
1671
1607543
I
See Explanation of Responses
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.
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.
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.
This number includes 609,942 shares of Class A Common Stock acquired on December 17, 2022, 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.
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.
ISQ Global Fund II GP, LLC, By: /s/ Adil Rahmathulla, Director
2023-02-02
I Squared Capital, LLC, By: ISQ Holdings, LLC, its managing member, By: /s/ Adil Rahmathulla, Manager
2023-02-02
ISQ Holdings, LLC, By: /s/ Adil Rahmathulla, Manager
2023-02-02