4//SEC Filing
I Squared Capital, LLC 4
Accession 0001140361-22-017940
CIK 0001692787other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 8:42 PM ET
Size
13.1 KB
Accession
0001140361-22-017940
Insider Transaction Report
Form 4
ISQ Holdings, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2022-05-03+1,764→ 1,764 total(indirect: See Explanation of Responses) - Conversion
Consideration Allocation Rights
2022-05-03−1,764→ 806,092 total(indirect: See Explanation of Responses)→ Class A Common Stock (1,764 underlying)
I Squared Capital, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2022-05-03+1,764→ 1,764 total(indirect: See Explanation of Responses) - Conversion
Consideration Allocation Rights
2022-05-03−1,764→ 806,092 total(indirect: See Explanation of Responses)→ Class A Common Stock (1,764 underlying)
ISQ Global Fund II GP LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2022-05-03+1,764→ 1,764 total(indirect: See Explanation of Responses) - Conversion
Consideration Allocation Rights
2022-05-03−1,764→ 806,092 total(indirect: See Explanation of Responses)→ Class A Common Stock (1,764 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 197,708 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]The securities are directly held by Buzzard Midstream 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.
- [F5]The total number of Consideration Allocation Rights reported herein has been adjusted to reflect an amendment to the schedule to the Contribution Agreement, which increased the total number of Consideration Allocation Rights originally eligible to be received by the Reporting Persons to 807,856.
Documents
Issuer
Kinetik Holdings Inc.
CIK 0001692787
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001904404
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 8:42 PM ET
- Size
- 13.1 KB