Sec Form 4 Filing - BCP Raptor Aggregator L.P. @ Kinetik Holdings Inc. - 2022-08-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BCP Raptor Aggregator L.P.
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)
(Last) (First) (Middle)
C/O BLACKSTONE INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2022
(Street)
NEW YORK, NY10154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/03/2022 C( 2 ) 5,289 A 1,220,939( 3 )( 4 ) I See footnotes( 6 )( 8 )( 9 )( 10 )( 11 )( 12 )
Class A Common Stock 08/03/2022 C( 2 ) 854 A 197,380( 3 )( 5 ) I See footnotes( 7 )( 8 )( 9 )( 10 )( 11 )( 12 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 08/03/2022 C( 2 ) 5,289 ( 1 ) ( 1 ) Class A Common Stock 5,289 $ 0 3,330,271( 13 ) I See footnotes( 6 )( 8 )( 9 )( 10 )( 11 )( 12 )
Consideration Allocation Rights( 1 ) ( 1 ) 08/03/2022 C( 2 ) 854 ( 1 ) ( 1 ) Class A Common Stock 854 $ 0 537,846( 13 ) I See footnotes( 7 )( 8 )( 9 )( 10 )( 11 )( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BCP Raptor Aggregator L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BX Permian Pipeline Aggregator LP
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BCP VII/BEP II Holdings Manager L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Energy Management Associates II L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone EMA II L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Management Associates VII L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BMA VII L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
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 08/05/2022
Signature of Reporting Person Date
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 08/05/2022
Signature of Reporting Person Date
BCP VII/BEP II Holdings Manager L.L.C., By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director 08/05/2022
Signature of Reporting Person Date
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 08/05/2022
Signature of Reporting Person Date
Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 08/05/2022
Signature of Reporting Person Date
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 08/05/2022
Signature of Reporting Person Date
BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 08/05/2022
Signature of Reporting Person Date
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 August 3, 2022, certain Reporting Persons received shares of Class A Common Stock in settlement of Consideration Allocation Rights pursuant to the Allocation Agreement.
( 3 )Total number of shares of Class A Common Stock has been adjusted to reflect the two-for-one stock split the Company effected on June 8, 2022 with respect to its Class A Common Stock and Class C Common Stock. The stock split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding.
( 4 )Includes an additional 1,208,402 shares (as adjusted to reflect the two-for-one stock split) 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.
( 5 )Includes an additional 195,356 shares (as adjusted to reflect the two-for-one stock split) 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.
( 6 )These securities are owned directly by BCP Raptor Aggregator, LP.
( 7 )These securities are owned directly by BX Permian Pipeline Aggregator LP.
( 8 )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.
( 9 )(continued from footnote 8) 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.
( 10 )Due to limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
( 11 )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.
( 12 )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.
( 13 )Total number of Consideration Allocation Rights has been adjusted to reflect the two-for-one stock split the Company effected on June 8, 2022 with respect to its Class A Common Stock and Class C Common Stock. The stock split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding.

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