SEC Form 3 · accession 0000899243-18-030567
Kinetik Holdings Inc. · KNTK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 9, 2018
Accepted (ET)
Dec 10, 2018 · 5:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001692787
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | holding | — | — | — | 7,313,028 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1 | $11.50 | holding | — | — | — | Dec 9, 2018 | Nov 9, 2023 | Class A Common Stock | 3,182,140 | — | I |
| Class C Common StockF1,F2,F3 | — | holding | — | — | — | May 8, 2019 | — | Class A Common Stock | 250,000,000 | — | I |
Explanation of responses
- F1The reported securities are owned directly by Apache Midstream LLC, which is a wholly owned subsidiary of Apache Corporation.
- F2In connection with the closing of the Issuer's initial business combination on November 9, 2018 (the "Closing"), the Issuer issued to Apache Midstream LLC 250,000,000 shares of the Issuer's Class C common stock, par value $0.0001 per share ("Class C Common Stock"), and caused its subsidiary, Altus Midstream LP, to issue to Apache Midstream LLC an equal number of common units representing limited partner interests in Altus Midstream LP ("Common Units") in exchange for certain interests of Apache Midstream LLC. Common Units, when combined with an equal number of shares of Class C Common Stock, may, at the option of the holder, be redeemed for shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"),
- F3(Continued from footnote 2) on a one-for-one basis or, at Altus Midstream LP's option, redeemed for an equivalent amount of cash, at any time after the date that is 180 days after the Closing. Upon redemption, shares of Class C Common Stock will be cancelled. Shares of Class C Common Stock have no expiration date.