Energy Management Associates II L.L.C. Blackstone Form 3 Altus Midstream / Energy Management Associates II L.L.C. Blackstone ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BCP Raptor Holdco, LP

(Last) (First) (Middle)

2700 POST OAK BOULEVARD, SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2022

3. Issuer Name and Ticker or Trading Symbol
Altus Midstream Co [ ALTM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0(1)(2)(3)(4)(5)(6)	I	See footnotes(1)(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BCP Raptor Holdco, LP

(Last) (First) (Middle)

2700 POST OAK BOULEVARD, SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP Raptor Manager LLC

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Management Associates II L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone EMA II L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Management Associates VII L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BMA VII L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP Raptor Holdco GP, LLC

(Last) (First) (Middle)

2700 POST OAK BOULEVARD, SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

Explanation of Responses:

1. On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

2. (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

3. In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

4. On January 11, 2022, Apache Midstream redeemed 12,500,000 shares of Class C common stock and units in the Partnership for an equivalent number of shares of Class A common stock.

5. Raptor is the sole member of New Raptor. Raptor GP is the general partner of Raptor. BCP Raptor Manager LLC is the controlling member of Raptor GP. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP Raptor Manager LLC. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C.

6. (continued from footnote 5) The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

7. The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may be deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that are subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

Remarks:

Due to limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

	BCP Raptor Holdco, LP, By: /s/ Todd Carpenter, Name: Todd Carpenter, Title: General Counsel, Secretary and Chief Compliance Officer	01/21/2022
	BCP Raptor Holdco GP, LLC, By: /s/ Todd Carpenter, Name: Todd Carpenter, Title: General Counsel, Secretary and Chief Compliance Officer	01/21/2022
	BCP Raptor Manager LLC, By: Blackstone Energy Management Associates II L.L.C., managing member, By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	01/21/2022
	By: Blackstone Management Associates VII L.L.C., managing member, By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	01/21/2022
	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,	01/21/2022
	Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	01/21/2022
	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	01/21/2022
	BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	01/21/2022
	** Signature of Reporting Person	Date
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