Sec Form 4 Filing - Welch Jamie @ Kinetik Holdings Inc. - 2023-01-31

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 Welch Jamie 2. Issuer Name and Ticker or Trading Symbol Kinetik Holdings Inc. [ KNTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 2700 POST OAK BOULEVARD SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2023 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 01/31/2023 M( 2 ) 25 A $ 0( 1 ) 2,987,341( 3 ) D Class A Common Stock 804( 4 ) I By 401(k) plan Class A Common Stock 1,276( 5 ) I By spouse

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 ) 01/31/2023 M( 2 ) 25 ( 1 ) ( 1 ) Class A Common Stock 25 ( 1 ) 24,488 D Kinetik Holdings Units( 6 ) ( 6 ) ( 6 ) ( 6 ) Class A Common Stock ( 7 ) 798,320( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welch Jamie 2700 POST OAK BOULEVARD SUITE 300 HOUSTON, TX77056 X See Remarks Signatures By: /s/ Todd Carpenter, Attorney-in-Fact 02/02/2023 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 January 31, 2023, the Reporting Person received shares of Class A Common Stock in settlement of Consideration Allocation Rights pursuant to the Allocation Agreement. ( 3 )Includes an additional 82,577 shares acquired by Mr. Welch since the date of Mr. Welch's last Form 4 pursuant to the Company's Dividend and Distribution Reinvestment Plan ("DRIP"), which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. Includes 10,680 shares that were previously reported on May 5, 2022 and inadvertently omitted from the Reporting Person's subsequent Forms 4. ( 4 )Includes an additional 17 shares acquired by Mr. Welch since the date of Mr. Welch's last Form 4 pursuant to the DRIP, which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. ( 5 )Reflects shares of Class A Common Stock held in the Reporting Person's spouse's individual retirement account. Includes an additional 76 shares acquired by Mr. Welch's spouse since the date of Mr. Welch's last Form 4 pursuant to the DRIP, which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. ( 6 )The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in Kinetik Holdings LP (the "Partnership" and such common units "Partnership Common Units") and an equal number of paired shares of Class C Common Stock of the Issuer. The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder of Partnership Common Units (other than the Issuer) generally has the right to cause the Partnership to redeem all or a portion of its Partnership Common Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of Partnership Common Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The Partnership Common Units and the right to exercise the Redemption Right have no expiration date. ( 7 )Total number of Kinetik Holdings Units has been adjusted to (i) include 28,468 (without giving effect to the unit split described below) Kinetik Holdings Units which were inadvertently omitted from the Reporting Person's Form 4 filed February 24, 2022 and (ii) reflect the two-for-one unit split the Partnership effected on June 8, 2022 in connection with the Company's 2-for-1 stock split with respect to its Class A Common Stock and Class C Common Stock.

Remarks: Chief Executive Officer, President, Chief Financial Officer

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).

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