SC 13D/A 1 d315113dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Arrival

(Name of Issuer)

Ordinary Shares, €0.10 per share

(Title of Class of Securities)

L0423Q108

(CUSIP Number)

Csaba Horváth

Kinetik S.à r.l.

60A, rue des Bruyères, L-1274 Howald,

Grand Duchy of Luxembourg

+352 621 266 815

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2022

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

 

 

 

*

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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. L0423Q108   13D    Page 2 of 12 Pages

 

  1.    

  Names of Reporting Persons.

 

  Kinetik S.à r.l.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  OO

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Luxembourg

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

      7.     

  Sole Voting Power

 

  388,555,682

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  388,555,682

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  388,555,682

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  60.9%

14.  

  Type of Reporting Person (See Instructions)

 

   OO

CUSIP No. L0423Q108   13D    Page 3 of 12 Pages

 

  1.    

  Names of Reporting Persons.

 

  Kinetik Finance SARL

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  OO

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Luxembourg

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

      7.     

  Sole Voting Power

 

  53,105,720

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  53,105,720

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  53,105,720

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

   8.3%

14.  

  Type of Reporting Person (See Instructions)

 

   OO

CUSIP No. L0423Q108   13D    Page 4 of 12 Pages

 

  1.    

  Names of Reporting Persons.

 

  The Kinetik Foundation

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  OO

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Guernsey

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

      7.     

  Sole Voting Power

 

  441,661,402

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  441,661,402

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  441,661,402

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  69.2%

14.  

  Type of Reporting Person (See Instructions)

 

   OO

CUSIP No. L0423Q108      Page 5 of 12 Pages

 

This Amendment No. 3 to the joint statement on Schedule 13D with respect to the ordinary shares, nominal value €0.10 per share (the “Ordinary Shares”), of Arrival, a joint stock company governed by the laws of the Grand Duchy of Luxembourg (the “Issuer”), filed by the Reporting Persons (as defined below) on April 5, 2021, as amended by Amendment No. 1 to Schedule 13D filed on June 7, 2021, and as amended by Amendment No. 2 to Schedule 13D filed on April 11, 2022 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following new paragraph at its beginning:

On June 30, 2022, Kinetik and Citigroup Global Markets Inc. entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”), a copy of which is attached hereto as Exhibit 9. Pursuant to the Plan, sales of up to 20,000,000 Ordinary Shares by Kinetik may be effected between July 1, 2022 and December 31, 2022 in accordance with the terms and conditions of the Plan. The sale of Ordinary Shares under the Plan is subject to minimum price parameters adopted by the Reporting Persons, and there is no assurance that any Ordinary Shares will be sold under the Plan.

2. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 638,278,171 Ordinary Shares outstanding as of April 22, 2022, as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on May 3, 2022. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of June 30, 2022, unless otherwise indicated. These amounts reflect a transfer on May 23, 2022 of 15,000,000 shares from Kinetik Finance to Kinetik as a repayment of a capital contribution. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

Kinetik beneficially owns 388,555,682 Ordinary Shares, or approximately 60.9% of the outstanding Ordinary Shares, Kinetik Finance beneficially owns 53,105,720 Ordinary Shares, or approximately 8.3% of the outstanding Ordinary Shares, the Foundation beneficially owns 441,661,402 Ordinary Shares, or approximately 69.2% of the outstanding Ordinary Shares, and the Reporting Persons beneficially own, in the aggregate, 441,661,402 Ordinary Shares, or approximately 69.2% of the outstanding Ordinary Shares.

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than Kinetik as set forth in the table below, effected any transaction in the Ordinary Shares since April 11, 2022 (the date on which Amendment No. 2 to the Schedule 13D was filed):

CUSIP No. L0423Q108      Page 6 of 12 Pages

 

Date of Sale

    Shares Sold
( #)		      Sale Price per Share
($)		  

4/19/2022

      150,000      $  3.0559  1 

4/20/2022

      150,000      $  2.8209  2 

4/21/2022

      150,000      $  2.7365  3 

4/22/2022

      150,000      $  2.4847  4 

4/25/2022

      150,000      $  2.4908  5 

4/26/2022

      150,000      $  2.3487  6 

4/27/2022

      150,000      $  2.2576  7 

4/28/2022

      150,000      $  2.0901  8 

4/29/2022

      150,000      $  2.0349  9 

5/2/2022

      150,000      $  2.0132  10 

5/3/2022

      150,000      $  2.0901  11 

 

1 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.03 to $3.105, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

2 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.80 to $2.835, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

3 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.73 to $2.77, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

4 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.495, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

5 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.49 to $2.51, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

6 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.31 to $2.42, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

7 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.27, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

8 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.09 to $2.095, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

9 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.06, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

10 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.03, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

11 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.09 to $2.095, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108      Page 7 of 12 Pages

 

5/4/2022

      150,000      $ 2.0367  12 

5/5/2022

      150,000      $ 2.0258  13 

5/6/2022

      150,000      $ 1.9976  14 

5/9/2022

      150,000      $ 1.5924  15 

5/10/2022

      150,000      $ 1.6164  16 

5/11/2022

      150,000      $ 1.5963  17 

5/12/2022

      200,000      $ 1.5914  18 

5/13/2022

      200,000      $ 1.8422  19 

5/16/2022

      200,000      $ 1.9202  20 

5/17/2022

      200,000      $ 1.8911  21 

 

12 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.01 to $2.06, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

13 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.02 to $2.045, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

14 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.9701 to $2.03, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

15 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.57 to $1.605, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

16 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.61 to $1.67, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

17 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.48 to $1.635, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

18 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.58 to $1.60, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

19 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.83 to $1.865, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

20 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $1.975, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

21 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.89 to $1.895, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108      Page 8 of 12 Pages

 

5/18/2022

      200,000      $ 2.0044  22 

5/19/2022

      200,000      $ 1.9301  23 

5/20/2022

      200,000      $ 1.9033  24 

5/23/2022

      200,000      $ 1.8352  25 

5/24/2022

      200,000      $ 1.7000  26 

5/25/2022

      200,000      $ 1.6086  27 

5/26/2022

      200,000      $ 1.7435  28 

5/27/2022

      200,000      $ 1.7937  29 

5/31/2022

      200,000      $ 1.8211  30 

6/1/2022

      200,000      $ 1.6854  31 

6/2/2022

      200,000      $ 1.8016  32 

 

22 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.99 to $2.03, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

23 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.93 to $1.935, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

24

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.78 to $1.955, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

25

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.81 to $1.855, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

26

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.70 to $1.705, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

27 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.59 to $1.6601, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

28 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.74 to $1.755, inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

29 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.78 to $1.80 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

30 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.82 to $1.83 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

31 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.68 to $1.695 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

32 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.79 to $1.82 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108      Page 9 of 12 Pages

 

6/3/2022

      200,000      $ 1.6968  33 

6/6/2022

      200,000      $ 1.7272  34 

6/7/2022

      200,000      $ 1.7001  35 

6/8/2022

      200,000      $ 1.7800  36 

6/9/2022

      200,000      $ 1.6677  37 

6/10/2022

      200,000      $ 1.5402  38 

6/13/2022

      200,000      $ 1.3387  39 

6/14/2022

      200,000      $ 1.3865  40 

6/15/2022

      200,000      $ 1.3705  41 

6/16/2022

      200,000      $ 1.3021  42 

6/17/2022

      200,000      $ 1.3357  43 

 

33 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.68 to $1.705 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

34 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.72 to $1.74 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

35 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.70 to $1.705 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

36 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.78 to $1.785 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

37 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.64 to $1.675 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

38 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.54 to $1.545 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

39 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.31 to $1.35 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

40 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.395 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

41 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.37 to $1.385 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

42 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.29 to $1.305 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

43 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.33 to $1.36 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108      Page 10 of 12 Pages

 

6/21/2022

      200,000      $ 1.5832  44 

6/22/2022

      200,000      $ 1.6776  45 

6/23/2022

      200,000      $ 1.6852  46 

6/24/2022

      200,000      $ 1.7306  47 

6/27/2022

      200,000      $ 1.6878  48 

6/28/2022

      200,000      $ 1.6150  49 

6/29/2022

      200,000      $ 1.4889  50 

6/30/2022

      200,000      $ 1.5244  51 

The sale prices do not reflect brokerage commissions paid.

In connection with the Forward Transaction, on June 6, 2022, Kinetik elected to settle the transaction through the physical settlement method and began disposing of shares in accordance with the Forward Transaction Agreements.

3. Item 6 of the Schedule 13D shall hereby be amended by inserting the following after the first paragraph:

 

44 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.57 to $1.605 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

45 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.67 to $1.695 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

46 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.68 to $1.695 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

47 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.72 to $1.745 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

48 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.68 to $1.695 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

49 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.60 to $1.6275 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

50 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.48 to $1.505 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

51 

The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.52 to $1.535 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108      Page 11 of 12 Pages

 

The description of the Plan in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.

4. Item 7 of the Schedule 13D shall hereby be amended by adding the following exhibit:

 

  Exhibit 9

Rule 10b5-1 Trading Plan dated June  30, 2022.

5. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

* * *

CUSIP No. L0423Q108      Page 12 of 12 Pages

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE: July 1, 2022
KINETIK S.À R.L.
By:  

/s/ Csaba Horváth

Name: Csaba Horváth
Title: Manager
KINETIK FINANCE SARL
By:  

/s/ Gilles Dusemon

Name: Gilles Dusemon
Title: Manager
THE KINETIK FOUNDATION
By:  

/s/ Gavin Ferguson

Name: Gavin Ferguson
Title: Councillor
By:  

/s/ Filippo Noseda

Name: Filippo Noseda
Title: Councillor