Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
Kinetik Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02215L209 (CUSIP Number) |
Gautam Bhandari ISQ Global Fund II GP, LLC, 600 Brickell Avenue, Penthouse Miami, FL, 33131-3067 (786) 693-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
ISQ Global Fund II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,134,083.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 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. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership 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, and (ii) 27,489,164 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.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
I Squared Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,134,083.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 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. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership 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, and (ii) 27,489,164 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.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
ISQ Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,134,083.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 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. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership 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, and (ii) 27,489,164 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.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
Wahba Sadek | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,134,083.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 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. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership 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, and (ii) 27,489,164 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.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
Bhandari Gautam | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of
organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,134,083.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 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. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership 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, and (ii) 27,489,164 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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Kinetik Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2700 Post Oak Boulevard, Suite 300, Houston,
TEXAS
, 77056-4400. | |
Item 1 Comment:
The Amendment No. 10 to Schedule 13D ("Amendment No. 10") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Kinetik Holdings Inc., a Delaware corporation formerly known as Altus Midstream Company (the "Issuer"). The principal executive offices of the Issuer are located at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056. This Amendment No. 10 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 4, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on May 19, 2022, Amendment No. 2, filed with the SEC on August 19, 2022, Amendment No. 3, filed with the SEC on November 21, 2022, Amendment No. 4, filed with the SEC on February 21, 2023, Amendment No. 5, filed with the SEC on May 19, 2023, Amendment No. 6, filed with the SEC on August 18, 2023, Amendment No. 7, filed with the SEC on November 27, 2023, Amendment No. 8, filed with the SEC on March 11, 2024, and Amendment No. 9, filed with the SEC on March 6, 2025 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the A&R SHA (as defined and described in the Original Schedule 13D), Buzzard Midstream LLC and its affiliates (collectively, "ISQ") have the right to designate two directors to the Board (as defined in the Original Schedule 13D) for so long as ISQ Beneficially Owns (as such term is defined in the A&R SHA) 20% or more of the outstanding shares of Class A Common Stock and Class C Common Stock (collectively, "Common Stock") and one director for so long as ISQ Beneficially Owns 10% or more but less than 20% of the shares of Common Stock outstanding. Based on the definition of "Beneficial Owner" in the A&R SHA, the 1,600,399 shares of Class A Common Stock which ISQ may acquire under the terms of the Contribution Allocation Agreement (which may be issued solely to the extent a corresponding forfeiture of Restricted Shares (as defined in the Original Schedule 13D) has occurred) are excluded from ISQ's aggregate Beneficial Ownership for purposes of the A&R SHA. Following the sale of 3,952,431 shares of Class A Common Stock for the account of Buzzard Midstream LLC on March 4, 2025, which was reported in Amendment No. 9, ISQ Beneficially Owns an aggregate 28,533,684 shares of Common Stock for purposes of the A&R SHA (consisting of 1,044,520 shares of Class A Common Stock and 27,489,164 shares of Class C Common Stock), which represents approximately 18.1% of the shares of Common Stock outstanding for purposes of the A&R SHA, based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025 and (ii) 97,696,784 shares of Class C Common Stock outstanding as of February 21, 2025, each of which was reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025. As a result of the sale on March 4, 2025, ISQ has the right to designate one director to the Board. In connection therewith, on March 12, 2025, Jesse Krynak, one of the two (2) directors on the Board designated by ISQ, resigned from the Board. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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