Form SC 13D/A Kinetik Holdings Inc. Filed by: Blackstone Holdings III L.P.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

28,818,398(1)

SHARED VOTING POWER

1,667,780 (2)

SOLE DISPOSITIVE POWER

28,818,398 (1)

SHARED DISPOSITIVE POWER

1,667,780 (2)

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May 20, 2022 3:15 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

KINETIK HOLDINGS INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02215L209

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 17, 2022

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON BCP Raptor Aggregator, LP
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Includes common units representing limited partner interests of Kinetik Holdings LP (f/k/a Altus Midstream LP, the “Partnership”, and such units, “Common Units”) and a corresponding number of shares of Class C Common Stock, par value $0.0001 per share, of Kinetik Holdings Inc. (f/k/a Altus Midstream Company, the “Issuer” and such stock, “Class C Common Stock”), which together may be redeemed for shares of Class A Common Stock, par value $0.0001 per share of the Issuer (“Class A Common Stock”) on a one-for-one basis pursuant to the Third Amended and Restated Agreement of Limited Partnership of the Partnership (“Third A&R LPA”)

(2)	Consists of the consideration allocation rights described in Item 6 herein (“Consideration Allocation Rights”), which may each be settled for shares of Class A Common Stock as described further in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON BX Permian Pipeline Aggregator LP
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON BCP VII/BEP II Holdings Manager L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Energy Management Associates II L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Management Associates VII L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone EMA II L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON BMA VII L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Holdings III L.P.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Holdings III GP L.P.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Holdings III GP Management L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Inc.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Additionally, as of the date hereof, Harvest Fund Advisors LLC, an indirect subsidiary of Blackstone Inc. (“HFA”), is the beneficial owner of 2,387 shares of Class A Common Stock, which Class A Common Stock is held by funds and accounts managed by HFA in the ordinary course of its business.

(4)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Blackstone Group Management L.L.C.
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 (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Additionally, as of the date hereof, HFA is the beneficial owner of 2,387 shares of Class A Common Stock, which Class A Common Stock is held by funds and accounts managed by HFA in the ordinary course of its business.

(4)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

CUSIP No. 02215L209


1		NAMES OF REPORTING PERSON Stephen A. Schwarzman
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 (see Item 3)
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

(1)	Includes Common Units and a corresponding number of shares of Class C Common Stock, which together may be redeemed for shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA.

(2)	Consists of the Consideration Allocation Rights which may each be settled for shares of Class A Common Stock as further described in Item 6.

(3)	Additionally, as of the date hereof, HFA is the beneficial owner of 2,387 shares of Class A Common Stock, which Class A Common Stock is held by funds and accounts managed by HFA in the ordinary course of its business.

(4)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Kinetik Holdings Inc., a Delaware corporation (f/k/a Altus Midstream Company, the “Issuer”), and is being filed to amend the initial statement on Schedule 13D filed on March 4, 2022 (as amended, the “Schedule 13D”).

Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

The information in Item 5(c) and Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

The first three paragraphs of items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes that there were 20,274,206 shares of Class A Common Stock outstanding as of the date hereof and takes into account any shares of Class A Common Stock which would be received upon exchange of shares of Class C common stock, par value $0.0001 per share, of the Issuer (“Class C Common Stock”) along with an equivalent number of common units representing limited partner interests (“Common Units”) in Kinetik Holdings LP, a Delaware limited partnership and subsidiary of the Issuer (f/k/a Altus Midstream LP, the “Partnership”) for a corresponding number of newly-issued shares of Class A Common Stock on a one-for-one basis pursuant to the Third A&R LPA (as defined in Item 6), in each case, that may be deemed to be beneficially owned by the Reporting Persons, as applicable (and no other shares of Class C Common Stock or Common Units).

The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, (i) BCP Aggregator holds 607,825 shares of Class A Common Stock, 28,210,573 Common Units and a corresponding number of shares of Class C Common Stock and 1,667,780 Consideration Allocation Rights and (ii) BX Permian holds 98,263 shares of Class A Common Stock, 4,560,663 Common Units and a corresponding number of shares of Class C Common Stock and 269,350 Consideration Allocation Rights. The Common Units are generally redeemable in exchange for shares of Class A Common Stock on a one-for-one basis or, at the Partnership’s option, an equivalent amount of cash; provided that the Issuer may, at its option, effect a direct exchange of cash or Class A Common Stock for such Common Units in lieu of such a redemption by the Partnership. Upon any redemption or exchange of Common Units, a corresponding number of shares of Class C Common Stock will be cancelled. Harvest Fund Advisors LLC, an indirect subsidiary of Blackstone (“HFA”), is the beneficial owner of 2,387 shares of Class A Common Stock, which shares are held by funds and accounts managed by HFA in the ordinary course of its business.

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

BCP Aggregator and BX Permian received 3,624 and 585 shares, respectively, on May 3, 2022 in settlement of a corresponding number of Consideration Allocation Rights.

Pursuant to the DRIP Agreement, BCP Aggregator and BX Permian participated in the dividend reinvestment plan of the Issuer and had 100% of its cash dividends or distributions reinvested in shares of Class A Common Stock of the Issuer as follows on May 17, 2022.


Entity	Amount reinvested	Price per share	Number of shares
BCP Aggregator	$42,321,295.50	$70.05	604,201
BX Permian	$6,841,872	$70.05	97,678

Item 6.

Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer

The penultimate paragraph of Item 6 is hereby amended and restated by the following:

Certain affiliates of the Reporting Persons hold 72,200 Series A Preferred Units of the Partnership (“Series A Preferred Units”), a subsidiary of the Issuer.

Item 7.

Material to be Filed as Exhibits

Exhibit C of Item 7 of the Schedule 13D is hereby amended and restated by the following:


Exhibit C		Consideration Allocation Agreement, dated as of February 22, 2022, by and among Altus Midstream Company, BCP Raptor Aggregator, LP, a Delaware limited partnership, BX Permian Pipeline Aggregator LP, a Delaware limited partnership, Buzzard Midstream LLC, a Delaware limited liability company, and the other parties listed on the signature pages thereto (filed herewith).

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.

Dated: May 20, 2022


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

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

BCP VII/BEP II HOLDINGS MANAGER L.L.C.

By:		/s/ David Foley
Name:		David Foley
Title:		Senior Managing Director

[Signature Page to Schedule 13D/A]


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

BLACKSTONE EMA II L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

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

BMA VII L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BLACKSTONE HOLDINGS III L.P.

By:		Blackstone Holdings III GP L.P., its general partner

By:		Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

[Signature Page to Schedule 13D/A]


BLACKSTONE HOLDINGS III GP L.P.

By:		Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

[Signature Page to Schedule 13D/A]

STEPHEN A. SCHWARZMAN

/s/ Stephen Schwarzman

[Signature Page to Schedule 13D/A]

Exhibit C

CONSIDERATION ALLOCATION AGREEMENT

February 22, 2022

Ladies and Gentlemen:

Reference is made to that certain Contribution Agreement by and among Altus Midstream Company, a Delaware corporation (the “Company”), Altus Midstream LP, a Delaware limited partnership, New BCP Raptor Holdco, LLC, a Delaware limited liability company, and solely for the purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership (“Raptor”), dated October 21, 2021 (the “Contribution Agreement”). Capitalized terms used in this Consideration Allocation Agreement (this “Consideration Allocation Agreement”) but not otherwise defined herein shall have the meanings ascribed to such terms in the Contribution Agreement. This Consideration Allocation Agreement shall be effective upon Closing.

In connection with the transactions contemplated by the Contribution Agreement, certain members of management of Raptor holding Class A-1, Class A-2 and Class A-3 units in Raptor (“Grantees”) were distributed awards (“Awards”) of shares of Company Class A Common Stock and/or Common Units and corresponding shares of Company Class C Common Stock as their pro rata allocation of the consideration from the Contribution Agreement, subject to the restrictions set forth in those certain Restricted Stock Agreements between each Grantee and the Company, dated as of the date hereof (the “Restricted Stock Agreements”) (and such securities, the “Restricted Shares”), which restrictions, together with this Consideration Allocation Agreement, are intended to give effect to the allocation of the Contribution Agreement consideration agreed upon by the Grantees and Holders (as defined below).

The parties to this Consideration Allocation Agreement hereby acknowledge and agree that, solely to the extent that any Award is forfeited by a Grantee, in whole or in part, from and after the date hereof pursuant to the applicable Restricted Stock Agreement (a “Forfeited Award”), the number of Restricted Shares subject to such Forfeited Award shall be re-allocated to each of the holders set forth on Schedule I hereto (the “Holders”) as follows: (i) with respect to any forfeited MOIC Restricted Shares (as defined in the applicable Restricted Stock Agreement), including any former MOIC Restricted Shares that become Ordinary Restricted Shares (as defined in the applicable Restricted Stock Agreement) pursuant to the applicable Restricted Stock Agreement, 100% to ISQ (as defined in the applicable Restricted Stock Agreement), (ii) with respect to any forfeited Ordinary Restricted Shares, 18.53% to ISQ and the remainder of any such Ordinary Restricted Shares to the Holders (other than ISQ), pro rata in proportion to their respective percentage interests (as adjusted accordingly) as set forth opposite such Holders’ names on Schedule I hereto and (iii) with respect to any forfeited Restricted Shares not covered by clauses (i) and (ii), to each of the Holders, pro rata in proportion to their respective percentage interests as set forth opposite such Holders’ names on Schedule I hereto (collectively, the “Re-Allocation Issuances”), which Re-Allocation Issuances shall be in the form of unrestricted shares of Company Class A Common Stock (other than restrictions imposed by federal and state securities Laws or any contractual restrictions applicable to the Holders) and shall be delivered by the Company to the applicable Holder(s) quarterly, on the date that is two (2) Business Days immediately prior to the dividend record date for the applicable calendar quarter; provided, that

for the avoidance of doubt, no Holder will be entitled to any shares of Company Class A Common Stock or any other class or series of capital stock of the Company under this Consideration Allocation Agreement to the extent a corresponding forfeiture of Restricted Shares does not occur. The Company shall effect all Re-Allocation Issuances hereunder by delivering one or more certificates for such shares of Company Class A Common Stock in the name of the applicable Holder(s) or by entering such shares of Company Class A Common Stock in book-entry form in the name of the applicable Holder(s), as determined by the Company Board in its sole discretion or as required by applicable Law or regulation. The value of shares of Company Class A Common Stock delivered hereunder shall not bear any interest owing to the passage of time. No action taken pursuant to or in accordance with this Consideration Allocation Agreement shall be construed to create a trust or a funded or secured obligation of any kind. It is acknowledged and agreed by the parties to this Consideration Allocation Agreement that any Holder’s rights to Re-Allocation Issuances under this Consideration Allocation Agreement may be Transferred (as defined in such Holder’s Restricted Stock Agreement) by such Holder to Affiliates or equity holders thereof from time to time, and the Company shall update Schedule I hereto from time to time to reflect any such Transfer.

This Consideration Allocation Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflict of Law provisions thereof, except to the extent Delaware Law is preempted by federal Law.

This Consideration Allocation Agreement may be executed by in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via e-mail (including PDF format with a scanned signature or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This Consideration Allocation Agreement may not be modified or amended, and no provision hereof may be waived, except by mutual written agreement between the parties to this Consideration Allocation Agreement. The Company shall not modify, amend or waive any provision of any Restricted Stock Agreement (including accelerating the vesting of any Restricted Shares or taking action under Section 28 thereof) without the written consent of ISQ and the Blackstone Partners (as defined in the Restricted Stock Agreements).

[Signature Page Follows]

This Consideration Allocation Agreement has been entered into on the date first set forth above and signed for and on behalf of:


COMPANY:

ALTUS MIDSTREAM COMPANY

By:		/s/ Jamie Welch
Name:		Jamie Welch
Title:		Chief Executive Officer, President and Chief Financial Officer