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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kinetik Holdings Inc. [ KNTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (1)(2) | 03/31/2023 | A | 4,363 | (1)(2) | (1)(2) | Class A Common Stock | 4,363 | $30.94 | 6,207(3) | D |
Explanation of Responses: |
1. The reporting person received a grant of deferred stock units ("DSU") 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 Kinetik Holdings Inc.'s (the "Company") Class A common stock. 1,091 DSUs vested on April 1, 2023, 1,091 DSUs will vest on July 1, 2023, 1,091 DSUs will vest on October 1, 2023, and 1,090 DSUs will vest on January 1, 2024, so long as the reporting person continuously provides services to the Company from the date of grant through each vesting date. Pursuant to the reporting person's election under the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan, as amended from time to time (the "Plan"), settlement of vested DSUs has been deferred until the earliest to occur of a Change of Control (as defined in the Plan) or the reporting person's termination from service with the Company. |
2. (continued from footnote 1) 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 Company's Dividend Reinvestment Plan, as amended from time to time. The additional DSUs will be subject to the same vesting schedule described above for the initial DSUs and, pursuant to the reporting person's election under the Plan, any additional DSUs that become vested will be settled at the same time as the initial DSUs subject to the award. |
3. Amount reported includes 47 additional DSUs acquired by Ms. Byers since the date of Ms. Byers' last Form 5 in connection with the reinvestment of dividends described herein. |
Remarks: |
By: /s/ Todd Carpenter, Attorney-in-Fact | 04/04/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |