I Squared Capital, LLC Form 3 Filed 2022-03-04

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

ISQ Global Fund II GP LLC

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

02/22/2022

3. Issuer Name and Ticker or Trading Symbol

Kinetik Holdings Inc. [KNTK]

(Last)

(First)

(Middle)

: 600 BRICKELL AVENUE, PENTHOUSE

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 Original Filed (Month/Day/Year)

(Street)

MIAMI, FL 33131-3067

(City)

(State)

(Zip)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Kinetik Holdings Units	⁽²⁾	⁽²⁾	Class A Common Stock	13,744,582⁽¹⁾	⁽²⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽⁵⁾
Consideration Allocation Rights	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	804,659⁽¹⁾	⁽³⁾⁽⁴⁾	I	See Explanation of Responses⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ISQ Global Fund II GP LLC : 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X
ISQ Holdings, LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X
I Squared Capital, LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X

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.	The term "Consideration Allocation Rights" refers to the right of a holder to receive, 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 thereof (as described in footnote 4 below). 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.	Forfeiture may occur as follows: (i) with respect to 197,708 shares of Class A Common Stock, if Buzzard Midstream LLC and its affiliates receive less than $882,887,056.14 in cash proceeds from transfers of Partnership Common Units, Class C Common Stock and/or Class A Common Stock effected by February 25, 2028, and (ii) with respect to the remaining Consideration Allocation Rights, due to termination of service or employment by February 25, 2025 or February 25, 2026.
5.	The securities are directly held by Buzzard Midstream LLC. Fund II GP is the general partner of the members of the indirect owners of Buzzard Midstream LLC and, in such capacity, exercises voting and investment power over the securities directly held by Buzzard Midstream LLC. I Squared Capital is the sole member of Fund II GP. ISQ Holdings is the managing member of I Squared Capital. Each of Sadek Magdi Wahba, Gautam Bhandari and Adil Rahmathulla is a member of ISQ Holdings but, in reliance on the "rule of three", disclaim beneficial ownership over the shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons.

	Signatures
	ISQ Global Fund II GP, LLC, By: /s/ Adil Rahmathulla, Director	03/04/2022
	I Squared Capital, LLC, By: ISQ Holdings, LLC, its managing member, By: /s/ Adil Rahmathulla, Manager	03/04/2022
	ISQ Holdings, LLC, By: /s/ Adil Rahmathulla, Manager	03/04/2022
	** Signature of Reporting Person	Date
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