Kinetik Holdings Inc.
32.50%
28,431,982
1692787
02215L209
Mar 16, 2025
Mar 19, 2025, 05:29 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ISQ Global Fund II GP LLC | Other | 32.50% | 28,431,982 | 0 | 28,431,982 |
| I Squared Capital, LLC | Holding Company | 32.50% | 28,431,982 | 0 | 28,431,982 |
| ISQ Holdings, LLC | Holding Company | 32.50% | 28,431,982 | 0 | 28,431,982 |
| Wahba Sadek | Individual | 32.50% | 28,431,982 | 0 | 28,431,982 |
| Bhandari Gautam | Individual | 32.50% | 28,431,982 | 0 | 28,431,982 |
Disclosure Items (4)
Class A Common Stock, par value $0.0001 per share
Kinetik Holdings Inc.
2700 Post Oak Boulevard, Houston, TX, 77056-4400
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On March 17, 2025, pursuant to the Third A&R LPA (as defined in the Original Schedule 13D), Buzzard Midstream LLC caused the Partnership (as defined in the Original Schedule 13D) to redeem 657,582 Common Units directly held by it in exchange for shares of Class A Common Stock, on a one-for-one basis and without the payment of any additional consideration, upon which redemption an equal number of paired shares of Class C Common Stock was cancelled.
Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 28,431,982 shares of Class A Common Stock, which represent approximately 32.5% of the Class A Common Stock outstanding, as calculated pursuant to Rule 13d-3(d)(1)(i) under the Act. This amount consists of (i) 1 share of Class A Common Stock, (ii) 26,831,582 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis (or, at the Partnership's option, an equivalent amount of cash), and (iii) 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. The percentage ownership reported herein is calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, (ii) 657,582 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 657,582 Common Units on March 17, 2025, and (iii) 26,831,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. In discussing certain agreements and arrangements in Item 4 of the Schedule 13D, the Reporting Persons (including through certain of their affiliates) describe arrangements involving Blackstone and Apache and certain of their respective affiliates. However, neither the filing of the Schedule 13D (including this Amendment No. 11) nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of a "group" for purposes of Section 13(d) of the Act with such other persons. Each Reporting Person disclaims being a member of a "group" with Blackstone, Apache and/or their respective affiliates and further disclaims beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by such persons.
Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: Each of the Reporting Persons may be deemed to have shared, not sole, power to vote or to direct the vote, and shared, not sole, power to dispose or to direct the disposition, of the 28,431,982 shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The responses to Items 3 and 4 of this Amendment No. 11 are hereby incorporated by reference herein. Except as set forth in Items 3 and 4 of this Amendment No. 11, none of the Reporting Persons has effected any transaction in Class A Common Stock since the filing of Amendment No. 10 on March 14, 2025.