4//SEC Filing
ISQ Holdings, LLC 4
Accession 0000905148-25-000972
CIK 0001692787other
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 5:29 PM ET
Size
18.3 KB
Accession
0000905148-25-000972
Insider Transaction Report
Form 4
ISQ Global Fund II GP LLC
10% Owner
Transactions
- Sale
Class A Common Stock
2025-03-17$52.66/sh−1,044,519$55,004,371→ 657,583 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2025-03-18$52.66/sh−657,582$34,628,268→ 1 total(indirect: See Explanation of Responses) - Conversion
Kinetik Holdings Units
2025-03-17−657,582→ 26,831,582 total→ Class A Common Stock (657,582 underlying) - Conversion
Class A Common Stock
2025-03-17+657,582→ 1,702,102 total(indirect: See Explanation of Responses)
I Squared Capital, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-03-17+657,582→ 1,702,102 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2025-03-17$52.66/sh−1,044,519$55,004,371→ 657,583 total(indirect: See Explanation of Responses) - Conversion
Kinetik Holdings Units
2025-03-17−657,582→ 26,831,582 total→ Class A Common Stock (657,582 underlying) - Sale
Class A Common Stock
2025-03-18$52.66/sh−657,582$34,628,268→ 1 total(indirect: See Explanation of Responses)
Wahba Sadek
10% Owner
Transactions
- Conversion
Kinetik Holdings Units
2025-03-17−657,582→ 26,831,582 total→ Class A Common Stock (657,582 underlying) - Conversion
Class A Common Stock
2025-03-17+657,582→ 1,702,102 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2025-03-18$52.66/sh−657,582$34,628,268→ 1 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2025-03-17$52.66/sh−1,044,519$55,004,371→ 657,583 total(indirect: See Explanation of Responses)
ISQ Holdings, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-03-17+657,582→ 1,702,102 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2025-03-17$52.66/sh−1,044,519$55,004,371→ 657,583 total(indirect: See Explanation of Responses) - Conversion
Kinetik Holdings Units
2025-03-17−657,582→ 26,831,582 total→ Class A Common Stock (657,582 underlying) - Sale
Class A Common Stock
2025-03-18$52.66/sh−657,582$34,628,268→ 1 total(indirect: See Explanation of Responses)
Bhandari Gautam
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-03-17+657,582→ 1,702,102 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2025-03-17$52.66/sh−1,044,519$55,004,371→ 657,583 total(indirect: See Explanation of Responses) - Conversion
Kinetik Holdings Units
2025-03-17−657,582→ 26,831,582 total→ Class A Common Stock (657,582 underlying) - Sale
Class A Common Stock
2025-03-18$52.66/sh−657,582$34,628,268→ 1 total(indirect: See Explanation of Responses)
Footnotes (4)
- [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 "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in the Partnership ("Partnership Common Units") and an equal number of paired shares of Class C Common Stock of the Issuer. The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder of Partnership Common Units (other than the Issuer) generally has the right to cause the Partnership to redeem all or a portion of its Partnership Common Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of Partnership Common Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The Partnership Common Units and the right to exercise the Redemption Right have no expiration date.
- [F3]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 Wahba and Gautam Bhandari is a member of ISQ Holdings and disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein.
- [F4]This amount has been adjusted to reflect the two-for-one stock split effected by the Issuer on June 8, 2022.
Documents
Issuer
Kinetik Holdings Inc.
CIK 0001692787
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001904413
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 5:29 PM ET
- Size
- 18.3 KB