Kinetik (KNTK) Form 4 Kinetik / Deborah L Byers ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Byers Deborah L

(Last) (First) (Middle)

2700 POST OAK BOULEVARD SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/20/2024		A		3,488(1)(2)	A	$0.00	11,500(3)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Deferred Stock Units	(4)(5)							(4)(5)	(4)(5)	Class A Common Stock	(4)(5)		6,929(4)(5)	D

Explanation of Responses:

1. Represents a fully vested award of restricted stock units ("RSUs") that may be settled only for shares of common stock on a one-for-one basis. Pursuant to the reporting person's election under the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan, as amended from time to time (the "Plan"), settlement of such vested RSUs has been deferred until the termination of the reporting person's service relationship with Kinetik Holdings Inc. (the "Company").

2. While the RSUs remain outstanding, the reporting person will be entitled to receive an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock except that such amount will (a) be subject to the terms and conditions of the Company's Dividend Reinvestment Plan, as amended from time to time (the "DRIP"), and (b) be immediately vested in full and paid to the reporting person in accordance with the DRIP at the time elected by the reporting person pursuant to the reporting person's election under the Plan, as described in Note 1 above.

3. Amount reported includes 326 additional RSUs acquired by the reporting person since the date of the reporting person's last Form 5 in connection with the reinvestment of dividends described herein.

4. The reporting person received a grant of deferred stock units ("DSUs") in lieu of director cash compensation. Once vested, each DSU represents a contingent right to receive an amount in cash equal to the value of one share of the Company's Class A common stock. 1,091 DSUs vested on April 1, 2023, 1,091 DSUs vested on July 1, 2023, 1,091 DSUs vested on October 1, 2023, and 1,090 DSUs vested on January 1, 2024. Pursuant to the reporting person's election under the Plan, settlement of vested DSUs has been deferred until the reporting person's termination from service with the Company.

5. While the DSUs remain outstanding, an amount equal to the dividends that would have been paid on the DSUs had they been in the form of common stock will be reinvested into additional DSUs based on the same amount at which dividends are reinvested pursuant to the DRIP. The additional DSUs are subject to the same vesting schedule described above for the initial DSUs meaning that such additional DSUs are immediately vested as the initial DSUs have already fully vested and pursuant to the reporting person's election under the Plan, such vested additional DSUs will be settled at the same time as the initial DSUs subject to the award. Amount reported includes 282 additional DSUs acquired by Ms. Byers since the date of Ms. Byers' last Form 5 in connection with the reinvestment of dividends described herein.

	By: /s/ Todd Carpenter, Attorney-in-Fact	05/21/2024
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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