0001140361-23-023215.txt : 20230505 0001140361-23-023215.hdr.sgml : 20230505 20230505161559 ACCESSION NUMBER: 0001140361-23-023215 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230503 FILED AS OF DATE: 20230505 DATE AS OF CHANGE: 20230505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: I Squared Capital, LLC CENTRAL INDEX KEY: 0001904404 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23894044 BUSINESS ADDRESS: STREET 1: 600 BRICKELL AVENUE STREET 2: PENTHOUSE CITY: MIAMI STATE: FL ZIP: 33131-3067 BUSINESS PHONE: 786-693-5700 MAIL ADDRESS: STREET 1: 600 BRICKELL AVENUE STREET 2: PENTHOUSE CITY: MIAMI STATE: FL ZIP: 33131-3067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISQ Global Fund II GP LLC CENTRAL INDEX KEY: 0001904934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23894046 BUSINESS ADDRESS: STREET 1: 600 BRICKELL AVENUE STREET 2: PENTHOUSE CITY: MIAMI STATE: FL ZIP: 33131-3067 BUSINESS PHONE: 786-693-5700 MAIL ADDRESS: STREET 1: 600 BRICKELL AVENUE STREET 2: PENTHOUSE CITY: MIAMI STATE: FL ZIP: 33131-3067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISQ Holdings, LLC CENTRAL INDEX KEY: 0001904413 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 23894045 BUSINESS ADDRESS: STREET 1: 600 BRICKELL AVENUE STREET 2: PENTHOUSE CITY: MIAMI STATE: FL ZIP: 33131-3067 BUSINESS PHONE: 786-693-5700 MAIL ADDRESS: STREET 1: 600 BRICKELL AVENUE STREET 2: PENTHOUSE CITY: MIAMI STATE: FL ZIP: 33131-3067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kinetik Holdings Inc. CENTRAL INDEX KEY: 0001692787 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 814675947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2700 POST OAK BLVD. STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-621-7330 MAIL ADDRESS: STREET 1: 2700 POST OAK BLVD. STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: Altus Midstream Co DATE OF NAME CHANGE: 20181113 FORMER COMPANY: FORMER CONFORMED NAME: Kayne Anderson Acquisition Corp DATE OF NAME CHANGE: 20161220 4 1 form4.xml X0407 4 2023-05-03 0001692787 Kinetik Holdings Inc. KNTK 0001904934 ISQ Global Fund II GP LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI FL 33131-3067 true 0001904413 ISQ Holdings, LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI FL 33131-3067 true 0001904404 I Squared Capital, LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI FL 33131-3067 true false Class A Common Stock 2023-05-03 4 C 0 5110 A 2484652 I See Explanation of Responses Consideration Allocation Rights 2023-05-03 4 C 0 5110 0 D Class A Common Stock 5110 1602433 I See Explanation of Responses 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. 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. 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. This number includes 720,089 shares of Class A Common Stock acquired on February 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. 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 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. ISQ Global Fund II GP, LLC, By: /s/ Adil Rahmathulla, Director 2023-05-05 I Squared Capital, LLC, By: ISQ Holdings, LLC, its managing member, By: /s/ Adil Rahmathulla, Manager 2023-05-05 ISQ Holdings, LLC, By: /s/ Adil Rahmathulla, Manager 2023-05-05