ISQ Holdings, LLC Form 4 Filed 2025-06-06

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

(Last)

(First)

(Middle)

600 BRICKELL AVENUE, PENTHOUSE

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2025

(Street)

MIAMI, FL 33131-3067

(City)

(State)

(Zip)

4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/04/2025		C		4,262,090	A	⁽¹⁾⁽²⁾	4,262,091	I	See Explanation of Responses⁽³⁾
Class A Common Stock	06/04/2025		S		4,262,090	D	$44.16	1	I	See Explanation of Responses⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Kinetik Holdings Units

⁽¹⁾⁽²⁾

06/04/2025

4,262,090

⁽¹⁾⁽²⁾

Class A Common Stock

4,262,090

$ 0

22,569,492

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
I Squared Capital, LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X
ISQ Holdings, LLC 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X
Wahba Sadek 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X
Bhandari Gautam 600 BRICKELL AVENUE PENTHOUSE MIAMI, FL 33131-3067		X

Explanation of Responses:

1.	Securities issued pursuant to 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, 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 securities are directly held by Buzzard Midstream LLC. ISQ Global Fund II GP, 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, LLC ("I Squared Capital") is the sole member of Fund II GP. ISQ Holdings, LLC ("ISQ Holdings") is the managing member of I Squared Capital. Each of Sadek Wahba and Gautam Bhandari is a member of ISQ Holdings and disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein.

	Signatures
	ISQ Global Fund II GP, LLC, By: /s/ Gautam Bhandari, Director	06/06/2025
	I Squared Capital, LLC, By: ISQ Holdings, LLC, its managing member, By: /s/ Gautam Bhandari, Manager	06/06/2025
	ISQ Holdings, LLC, By: /s/ Gautam Bhandari, Manager	06/06/2025
	/s/ Sadek Wahba	06/06/2025
	/s/ Gautam Bhandari	06/06/2025
	** Signature of Reporting Person	Date
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