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Form SCHEDULE 13D/A Kinetik Holdings Inc. Filed by: ISQ Global Fund II GP LLC

June 6, 2025 9:41 PM





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




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 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) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 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




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 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) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 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




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 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) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 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




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 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) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 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




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 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) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 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


ISQ Global Fund II GP LLC
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari, Director
Date:06/06/2025
I Squared Capital, LLC
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari, Manager of ISQ Holdings, LLC, its managing member
Date:06/06/2025
ISQ Holdings, LLC
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari, Manager
Date:06/06/2025
Wahba Sadek
Signature:/s/ Sadek Wahba
Name/Title:Sadek Wahba
Date:06/06/2025
Bhandari Gautam
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari
Date:06/06/2025

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