| Accession Number: | 0000899243-23-012325 |
| Date: | 2023-05-03 |
| Issuer: | KINETIK HOLDINGS INC. (KNTK) |
| Original Submission Date: |
BLACKSTONE HOLDINGS III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154
BLACKSTONE HOLDINGS III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154
BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154
BLACKSTONE GROUP MANAGEMENT L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154
SCHWARZMAN STEPHEN A
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCK | 2023-05-03 | C | 10,498 | a | $0.00 | 5,099,743 | indirect | ||
| CLASS A COMMON STOCK | 2023-05-03 | C | 1,696 | a | $0.00 | 824,445 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSIDERATION ALLOCATION RIGHTS | 0.0 | 2023-05-03 | deemed execution date | C | 10,498 (d) | class a common stock 10,498 | $0.00 | 3,315,527 | indirect | see footnotes | ||
| CONSIDERATION ALLOCATION RIGHTS | 0.0 | 2023-05-03 | deemed execution date | C | 1,696 (d) | class a common stock 1,696 | $0.00 | 535,465 | indirect | see footnotes |
| ID | footnote |
|---|---|
| f1 | consideration allocation rights refer to the right of a holder thereof to receive on february 25, 2025 and february 25, 2026, or an earlier settlement date as described in the consideration allocation agreement (the "allocation agreement"), dated as of february 22, 2022, by and among the issuer and certain stockholders, 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 (the "contribution agreement"), dated october 21, 2021, by and among the issuer, kinetik holdings lp, bcp raptor holdco, lp and new bcp raptor holdco, llc, to the extent such shares of class a common stock originally issued as consideration are forfeited by the original holders. 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. |
| f2 | on may 3, 2023, certain reporting persons received shares of class a common stock in settlement of consideration allocation rights pursuant to the allocation agreement. |
| f3 | includes an additional 1,477,974 shares acquired by bcp raptor aggregator, lp since the date of the reporting persons' last form 4 pursuant to the company's dividend and distribution reinvestment plan, which acquisitions were exempt from section 16 pursuant to rule 16a-11 under the securities exchange act of 1934, as amended. |
| f4 | includes an additional 238,937 shares acquired by bx permian pipeline aggregator lp since the date of the reporting persons' last form 4 pursuant to the company's dividend and distribution reinvestment plan, which acquisitions were exempt from section 16 pursuant to rule 16a-11 under the securities exchange act of 1934, as amended. |
| f5 | these securities are owned directly by bcp raptor aggregator, lp. |
| f6 | these securities are owned directly by bx permian pipeline aggregator lp. |
| f7 | bcp vii/bep ii holdings manager l.l.c. is the general partner of each of bcp raptor aggregator, lp and bx permian pipeline aggregator lp. blackstone energy management associates ii l.l.c. and blackstone management associates vii l.l.c. are the managing members of bcp vii/bep ii holdings manager l.l.c. blackstone ema ii l.l.c. is the sole member of blackstone energy management associates ii l.l.c. bma vii l.l.c. is the sole member of blackstone management associates vii l.l.c. blackstone holdings iii l.p. is the managing member of each of bma vii l.l.c. and blackstone ema ii l.l.c. blackstone holdings gp iii l.p. is the general partner of blackstone holdings iii l.p. blackstone holdings iii gp management l.l.c. is the general partner of blackstone holdings iii gp l.p. blackstone inc. is the sole member of blackstone holdings iii gp management l.l.c. |
| f8 | (continued from footnote 7) the sole holder of the series ii preferred stock of blackstone inc. is blackstone group management l.l.c. blackstone group management l.l.c. is wholly-owned by blackstone inc.'s senior managing directors and controlled by its founder, stephen a. schwarzman. |
| f9 | due to limitations of the electronic filing system certain reporting persons are filing a separate form 4. |
| f10 | information with respect to each of the reporting persons is given solely by such reporting person, and no reporting person has responsibility for the accuracy or completeness of information supplied by another reporting person. |
| f11 | each of the reporting persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other reporting persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to rule 16a-1(a)(4) under the securities exchange act of 1934, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of section 16 or for any other purpose. |
