Filing Details

Accession Number:
0000905148-25-000973
Form Type:
13D Filing
Publication Date:
2025-03-18 20:00:00
Filed By:
ISQ Global Fund II GP LLC
Company:
Kinetik Holdings Inc. (NASDAQ:KNTK)
Filing Date:
2025-03-19
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ISQ Global Fund II GP LLC 0 28,431,982 0 28,431,982 28,431,982 32.5%
I Squared Capital, LLC 0 28,431,982 0 28,431,982 28,431,982 32.5%
ISQ Holdings, LLC 0 28,431,982 0 28,431,982 28,431,982 32.5%
Wahba Sadek 0 28,431,982 0 28,431,982 28,431,982 32.5%
Bhandari Gautam 0 28,431,982 0 28,431,982 28,431,982 32.5%
Filing





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 26,831,582 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, (ii) 657,582 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 657,582 Common Units on March 17, 2025, and (iii) 26,831,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 26,831,582 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, (ii) 657,582 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 657,582 Common Units on March 17, 2025, and (iii) 26,831,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 26,831,582 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, (ii) 657,582 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 657,582 Common Units on March 17, 2025, and (iii) 26,831,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 26,831,582 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, (ii) 657,582 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 657,582 Common Units on March 17, 2025, and (iii) 26,831,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 26,831,582 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, (ii) 657,582 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 657,582 Common Units on March 17, 2025, and (iii) 26,831,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D

 
ISQ Global Fund II GP LLC
 
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari, Director
Date:03/19/2025
 
I Squared Capital, LLC
 
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari, Manager of ISQ Holdings, LLC, its managing member
Date:03/19/2025
 
ISQ Holdings, LLC
 
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari, Manager
Date:03/19/2025
 
Wahba Sadek
 
Signature:/s/ Sadek Wahba
Name/Title:Sadek Wahba
Date:03/19/2025
 
Bhandari Gautam
 
Signature:/s/ Gautam Bhandari
Name/Title:Gautam Bhandari
Date:03/19/2025