ISQ Holdings, LLC 4
4 · Kinetik Holdings Inc. · Filed Jul 31, 2026
Research Summary
AI-generated summary of this filing
Kinetik (KNTK) 10% Owner Converts Derivative into 1.5M Shares
What Happened
- ISQ Global Fund II GP LLC (a reported 10% owner via its control of Buzzard Midstream LLC) converted derivative securities related to Kinetik Holdings units on July 29, 2026. The Form 4 reports an acquisition of 1,500,000 shares by conversion and a corresponding disposition of 1,500,000 derivative shares at $0.00 (i.e., cancellation of those derivative/paired shares).
- Reported amounts: 1,500,000 shares acquired by conversion; 1,500,000 derivative shares disposed at $0.00. No cash value was reported for the disposition.
Key Details
- Transaction date: 2026-07-29. Form 4 filed: 2026-07-31 (filed two days after the transaction).
- Prices: Acquisition reported as conversion (price N/A); disposition reported at $0.00 (derivative cancellation).
- Shares owned after transaction: not specified in the filing summary provided.
- Footnotes of note:
- F1: Securities issued in connection with a 2021 contribution agreement among Kinetik, its partnership and certain sponsors.
- F2: “Kinetik Holdings Units” represent paired Partnership Common Units and Class C common shares; redemptions of Partnership units can lead to cancellation of the paired Class C shares.
- F3: The securities are directly held by Buzzard Midstream LLC; ISQ Global Fund II GP is the GP that controls those indirect holders. ISQ principals disclaim beneficial ownership except for pecuniary interest.
- Filing timeliness: Filed within two days of the transaction (appears timely under Section 16 reporting rules).
Context
- This is an institutional conversion by a 10% owner (an investment fund/GP), not an individual executive—so it reflects structural/unit conversion activity rather than a typical buy/sell by management.
- The entry shows a derivative conversion and cancellation of paired Class C shares (per footnote F2), not a cash sale; such conversions often reflect contractually mandated unit/share conversions or redemptions rather than market-timed trading.
Insider Transaction Report
Form 4
ISQ Global Fund II GP LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3]2026-07-29+1,500,000→ 1,928,894 total(indirect: See Explanation of Responses) - Conversion
Kinetik Holdings Units
[F1][F2][F3]2026-07-29−1,500,000→ 15,569,492 total(indirect: See Explanation of Responses)→ Class A Common Stock (1,500,000 underlying)
Footnotes (3)
- [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.