BCP Raptor Aggregator Form 3 Kinetik / 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 Aggregator L.P.

(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)
02/22/2022

3. Issuer Name and Ticker or Trading Symbol
Kinetik Holdings Inc. [ KNTK ]

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)

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
Kinetik Holdings Units(2)	(2)	(2)	Class A Common Stock	28,210,573(1)	(2)	I	See footnotes(4)(6)(7)(8)(9)(10)
Consideration Allocation Rights(3)	(3)	(3)	Class A Common Stock	1,555,721(1)	(3)	I	See footnotes(4)(6)(7)(8)(9)(10)
Kinetik Holdings Units(2)	(2)	(2)	Class A Common Stock	4,560,663(1)	(2)	I	See footnotes(5)(6)(7)(8)(9)(10)
Consideration Allocation Rights(3)	(3)	(3)	Class A Common Stock	251,401(1)	(3)	I	See footnotes(5)(6)(7)(8)(9)(10)

1. Name and Address of Reporting Person^*

BCP Raptor Aggregator L.P.

(Last) (First) (Middle)

2700 POST OAK BOULEVARD, SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP VII/BEP II Holdings Manager 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 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^*

BX Permian Pipeline Aggregator LP

(Last) (First) (Middle)

2700 POST OAK BOULEVARD, SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

Explanation of Responses:

1. Securities issued pursuant and in connection with a contribution agreement (the "Contribution Agreement"), dated October 21, 2021, by and among Kinetik Holdings Inc., a Delaware corporation (f/k/a Altus Midstream Company, the "Issuer"), Kinetik Holdings LP, a Delaware limited partnership (f/k/a Altus Midstream LP, the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company.

2. The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in the Partnership ("Partnership Common Units") and an equal number of paired shares of Class C common stock of the Issuer. The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder of Partnership Common Units (other than the Issuer) generally has the right to cause the Partnership to redeem all or a portion of its Partnership Common Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of Partnership Common Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The Partnership Common Units and the right to exercise the Redemption Right have no expiration date.

3. Consideration Allocation Rights refer to the right of a holder to receive thereof on February 25, 2025 and February 25, 2026, or an earlier settlement date as described therein, on a one-for-one basis, additional shares of Class A Common Stock originally issued as consideration in connection with the transactions under the Contribution Agreement, to the extent such shares of Class A Common Stock originally issued as consideration are forfeited by the original holders. Class A Common Stock or any other class or series of capital stock of the Issuer will be issued pursuant to Consideration Allocation Rights solely to the extent a corresponding forfeiture of specified shares has occurred.

4. These securities are owned directly by BCP Raptor Aggregator, LP.

5. These securities are owned directly by BX Permian Pipeline Aggregator LP.

6. BCP VII/BEP II Holdings Manager L.L.C. is the general partner of each of BCP Raptor Aggregator, LP and BX Permian Pipeline Aggregator LP. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. 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 GP III 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.

7. (continued from footnote 6) 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.

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

9. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

10. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

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

	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	03/04/2022
	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	03/04/2022
	BCP VII/BEP II Holdings Manager L.L.C., By: /s/ David Foley, Name: David Foley, Title: Senior Managing Director	03/04/2022
	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	03/04/2022
	Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	03/04/2022
	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	03/04/2022
	BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	03/04/2022
	** Signature of Reporting Person	Date
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