4//SEC Filing
I Squared Capital, LLC 4
Accession 0000905148-23-001379
CIK 0001692787other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 4:04 PM ET
Size
13.2 KB
Accession
0000905148-23-001379
Insider Transaction Report
Form 4
ISQ Holdings, LLC
10% Owner
Transactions
- Conversion
Consideration Allocation Rights
2023-11-08−234→ 1,600,867 total(indirect: See Explanation of Responses)→ Class A Common Stock (234 underlying) - Conversion
Class A Common Stock
2023-11-08+234→ 3,790,381 total(indirect: See Explanation of Responses)
ISQ Global Fund II GP LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2023-11-08+234→ 3,790,381 total(indirect: See Explanation of Responses) - Conversion
Consideration Allocation Rights
2023-11-08−234→ 1,600,867 total(indirect: See Explanation of Responses)→ Class A Common Stock (234 underlying)
I Squared Capital, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2023-11-08+234→ 3,790,381 total(indirect: See Explanation of Responses) - Conversion
Consideration Allocation Rights
2023-11-08−234→ 1,600,867 total(indirect: See Explanation of Responses)→ Class A Common Stock (234 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]This number includes 595,311 shares of Class A Common Stock acquired on August 16, 2023, 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.
- [F5]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, LLC ("I Squared Capital") is the sole member of Fund II GP. ISQ Holdings, LLC ("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.
Documents
Issuer
Kinetik Holdings Inc.
CIK 0001692787
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001904404
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 4:04 PM ET
- Size
- 13.2 KB