SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BCP Raptor Aggregator L.P.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kinetik Holdings Inc. [ KNTK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/24/2024 C(2) 481 A (1) 10,256,208 I See footnotes(3)(5)(6)(7)(8)(9)
Class A Common Stock 10/24/2024 C(2) 78 A (1) 1,658,066 I See footnotes(4)(5)(6)(7)(8)(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Consideration Allocation Rights(1) (1) 10/24/2024 C(2) 481 (1) (1) Class A Common Stock 481 $0 3,311,346 I See footnotes(3)(5)(6)(7)(8)(9)
Consideration Allocation Rights(1) (1) 10/24/2024 C(2) 78 (1) (1) Class A Common Stock 78 $0 534,789 I See footnotes(4)(5)(6)(7)(8)(9)
1. Name and Address of Reporting Person*
BCP Raptor Aggregator L.P.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BX Permian Pipeline Aggregator LP
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BCP VII/BEP II Holdings Manager L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Blackstone Energy Management Associates II L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Blackstone EMA II L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Blackstone Management Associates VII L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
BMA VII L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
Explanation of Responses:
1. 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.
2. On October 24, 2024, certain Reporting Persons received shares of Class A Common Stock in settlement of Consideration Allocation Rights pursuant to the Allocation Agreement.
3. These securities are owned directly by BCP Raptor Aggregator, LP.
4. These securities are owned directly by BX Permian Pipeline Aggregator LP.
5. 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.
6. (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.
7. Due to limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
8. 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.
9. 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.
BCP Raptor Aggregator, LP, By: BCP VII/BEP II Holdings Manager L.L.C., its general partner, By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 10/28/2024
BX Permian Pipeline Aggregator LP, By: BCP VII/BEP II Holdings Manager L.L.C., its general partner, By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 10/28/2024
BCP VII/BEP II Holdings Manager L.L.C., By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 10/28/2024
Blackstone Energy Management Associates II L.L.C., By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/28/2024
Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/28/2024
Blackstone Management Associates VII L.L.C., By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/28/2024
BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/28/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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