Sec Form 3 Filing - Ellis Lindsay @ Kinetik Holdings Inc. - 2025-02-26

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Ellis Lindsay
2. Issuer Name and Ticker or Trading Symbol
Kinetik Holdings Inc. [ KNTK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remark
(Last) (First) (Middle)
2700 POST OAK BOULEVARD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2025
(Street)
HOUSTON, TX77056
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 18,568 D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units $ 0 ( 2 ) ( 2 ) Class A Common Stock, par value $0.001 1,047 ( 2 ) D
Performance Share Units $ 0 ( 3 ) ( 3 ) Class A Common Stock, par value $0.001 141 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ellis Lindsay
2700 POST OAK BOULEVARD, SUITE 300
HOUSTON, TX77056
See remark
Signatures
By: /s/ Lindsay Ellis, Attorney-in-Fact 03/06/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Amount reported includes 9,161 restricted stock units that will vest on January 1, 2026 and may be settled only for shares of Class A Common Stock, par value $0.001 ("Class A Common Stock") of Kinetik Holdings Inc. ("the Issuer") on a one-for-one basis.
( 2 )Represents an award of performance share units ("PSUs") representing a contingent right to receive one share of Class A Common Stock. Between 0% and 200% of the target number of PSUs granted, which were granted under the Issuer's Amended and Restated 2019 Omnibus Compensation Plan (the "Plan"), eligible to vest based on continued employment and the Issuer's annualized total shareholder return over the period from January 1, 2024, through December 31, 2026.
( 3 )Includes an award of 141 dividend equivalent shares accrued on PSU's granted to the Reporting Person under the Issuer's Plan and the Issuer's Dividend and Distribution Reinvestment Plan. Each dividend equivalent unit reflects the right to receive Class A Common Stock, subject to the terms and conditions (including vesting and settlement terms) applicable to the corresponding PSU. During the 2-year vesting period the award will be credited with dividend equivalents that will be paid out in Class A Common Stock at the time the underlying units vest and shares are issued. The award and credited dividend will be payable on a one-to-one basis of Class A Common Stock for each vested PSU, including PSUs, resulting from dividend equivalents.

Remarks:
General Counsel, Chief Compliance Officer, and Corporate SecretaryExhibit List: Exhibit 24- Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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