KNTK

SEC source: 0000899243-22-007722 · doc4.xml · derivative · entry 2

Welch Jamie · CIK 0001579251 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 370,692

Underlying: Class A Common Stock · 370,692 shares

Expires not disclosed

F1 · security: The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in Kinetik Holdings LP (the "Partnership" and such common units "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.

F1 · derivative.exercise_price: The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in Kinetik Holdings LP (the "Partnership" and such common units "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.

F1 · derivative.exercise_date: The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in Kinetik Holdings LP (the "Partnership" and such common units "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.

F1 · derivative.expiration_date: The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in Kinetik Holdings LP (the "Partnership" and such common units "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.

SEC source: 0000899243-22-007722 · doc4.xml · nonDerivative · entry 1

Welch Jamie · CIK 0001579251 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,357,531

SEC source: 0000899243-22-005629 · doc4.xml · nonDerivative · entry 1

BCP Raptor Holdco, LP · CIK 0001891522 · 10% owner

BCP Raptor Manager LLC · CIK 0001891980 · 10% owner

Blackstone Energy Management Associates II L.L.C. · CIK 0001700376 · 10% owner

Blackstone EMA II L.L.C. · CIK 0001700375 · 10% owner

Blackstone Management Associates VII L.L.C. · CIK 0001700377 · 10% owner

BMA VII L.L.C. · CIK 0001700374 · 10% owner

BCP Raptor Holdco GP, LLC · CIK 0001891735 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · price: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · price: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · price: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · price: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock.

F5 · price: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

F1 · balance_after: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · balance_after: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · balance_after: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · balance_after: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock.

F5 · balance_after: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

F1 · ownership.nature: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · ownership.nature: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · ownership.nature: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · ownership.nature: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock.

F5 · ownership.nature: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

SEC source: 0000899243-22-005631 · doc4.xml · nonDerivative · entry 1

Blackstone Holdings III L.P. · CIK 0001404073 · 10% owner

Blackstone Holdings III GP L.P. · CIK 0001478809 · 10% owner

Blackstone Holdings III GP Management L.L.C. · CIK 0001478815 · 10% owner

Blackstone Inc · CIK 0001393818 · 10% owner

Blackstone Group Management L.L.C. · CIK 0001404071 · 10% owner

SCHWARZMAN STEPHEN A · CIK 0001070844 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · price: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · price: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · price: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · price: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock

F5 · price: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

F1 · balance_after: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · balance_after: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · balance_after: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · balance_after: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock

F5 · balance_after: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

F1 · ownership.nature: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · ownership.nature: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · ownership.nature: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · ownership.nature: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock

F5 · ownership.nature: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

SEC source: 0001357400-22-000029 · wf-form4_164381785860042.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,970

SEC source: 0000006769-22-000003 · wf-form4_164209512392560.xml · derivative · entry 2

APACHE CORP · CIK 0000006769 · 10% owner

Apache Midstream LLC · CIK 0001761165 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 12,500,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The reported Class C Common Stock, together with common units representing limited partner interest in Altus Midstream LP, may be redeemed for shares of Class A Common Stock, or an equivalent amount of cash, on a one-for-one basis. The shares of Class C Common Stock have no expiration date.

F1 · price: The reported Class C Common Stock, together with common units representing limited partner interest in Altus Midstream LP, may be redeemed for shares of Class A Common Stock, or an equivalent amount of cash, on a one-for-one basis. The shares of Class C Common Stock have no expiration date.

F1 · derivative.expiration_date: The reported Class C Common Stock, together with common units representing limited partner interest in Altus Midstream LP, may be redeemed for shares of Class A Common Stock, or an equivalent amount of cash, on a one-for-one basis. The shares of Class C Common Stock have no expiration date.

F2 · ownership.nature: The reported securities are owned directly by Apache Midstream LLC, which is a wholly owned subsidiary of Apache Corporation.

SEC source: 0000006769-22-000003 · wf-form4_164209512392560.xml · nonDerivative · entry 1

APACHE CORP · CIK 0000006769 · 10% owner

Apache Midstream LLC · CIK 0001761165 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 12,865,651

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The reported Class C Common Stock, together with common units representing limited partner interest in Altus Midstream LP, may be redeemed for shares of Class A Common Stock, or an equivalent amount of cash, on a one-for-one basis. The shares of Class C Common Stock have no expiration date.

F2 · ownership.nature: The reported securities are owned directly by Apache Midstream LLC, which is a wholly owned subsidiary of Apache Corporation.

SEC source: 0001357400-22-000010 · wf-form4_164131461713427.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,770

SEC source: 0001357400-21-000135 · wf-form4_164002319477412.xml · derivative · entry 3

LELAND D MARK · CIK 0001174722 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,867

Underlying: CLASS A COMMON STOCK · 552 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · price: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · derivative.exercise_date: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · derivative.expiration_date: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

SEC source: 0001357400-21-000135 · wf-form4_164002319477412.xml · nonDerivative · entry 2

LELAND D MARK · CIK 0001174722 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,798

F1 · kind: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

SEC source: 0001357400-21-000135 · wf-form4_164002319477412.xml · nonDerivative · entry 1

LELAND D MARK · CIK 0001174722 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · price: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

SEC source: 0001357400-21-000136 · wf-form4_164002328518918.xml · derivative · entry 3

BORER MARK A · CIK 0001237206 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,867

Underlying: CLASS A COMMON STOCK · 552 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · price: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · derivative.exercise_date: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · derivative.expiration_date: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

SEC source: 0001357400-21-000136 · wf-form4_164002328518918.xml · nonDerivative · entry 2

BORER MARK A · CIK 0001237206 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,798

F1 · kind: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

SEC source: 0001357400-21-000136 · wf-form4_164002328518918.xml · nonDerivative · entry 1

BORER MARK A · CIK 0001237206 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

F1 · price: Vesting on 12/17/2021 of cash-based restricted stock units. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

SEC source: 0001357400-21-000130 · wf-form4_163907947701734.xml · derivative · entry 1

LELAND D MARK · CIK 0001174722 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,419

Underlying: CLASS A COMMON STOCK · 1,565 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000134 · wf-form4_163908284496387.xml · derivative · entry 1

McCarthy Kevin S · CIK 0001304183 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,311

Underlying: CLASS A COMMON STOCK · 1,565 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000129 · wf-form4_163907937632355.xml · derivative · entry 1

Purgason Robert S · CIK 0001308543 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,311

Underlying: CLASS A COMMON STOCK · 1,565 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000131 · wf-form4_163907954555386.xml · derivative · entry 1

Frana Joe C · CIK 0001830567 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,898

Underlying: CLASS A COMMON · 1,565 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000128 · wf-form4_163907925187029.xml · derivative · entry 1

BORER MARK A · CIK 0001237206 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,419

Underlying: CLASS A COMMON STOCK · 1,565 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000127 · wf-form4_163845729296779.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,570

SEC source: 0001357400-21-000115 · wf-form4_163588717461977.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,370

SEC source: 0001357400-21-000105 · wf-form4_163337610377538.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,170

SEC source: 0001357400-21-000104 · wf-form4_163242891110464.xml · derivative · entry 1

McCarthy Kevin S · CIK 0001304183 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 746

Underlying: CLASS A COMMON STOCK · 746 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000103 · wf-form4_163242874023590.xml · derivative · entry 1

Purgason Robert S · CIK 0001308543 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 746

Underlying: CLASS A COMMON STOCK · 746 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-21-000102 · wf-form4_163060702361425.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,970

SEC source: 0001357400-21-000089 · wf-form4_162800184061408.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,770

SEC source: 0001357400-21-000087 · wf-form4_162523940017350.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,570

SEC source: 0001357400-21-000076 · wf-form4_162265300238640.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,370

SEC source: 0001357400-21-000063 · wf-form4_162100829499471.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,170

SEC source: 0001357400-20-000151 · wf-form4_160764339169980.xml · derivative · entry 1

LELAND D MARK · CIK 0001174722 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,854

Underlying: CLASS A COMMON STOCK · 2,333 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-20-000150 · wf-form4_160764263363196.xml · derivative · entry 1

BORER MARK A · CIK 0001237206 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,854

Underlying: CLASS A COMMON STOCK · 2,333 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-20-000149 · wf-form4_160764152839647.xml · derivative · entry 1

Frana Joe C · CIK 0001830567 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,333

Underlying: CLASS A COMMON · 2,333 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted unit shall vest on the third anniversary of the grant date.

SEC source: 0001357400-20-000136 · wf-form4_160218967741024.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,970

SEC source: 0001357400-20-000135 · wf-form4_160199318662195.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,785

SEC source: 0001357400-20-000134 · wf-form4_160192159891808.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,165

SEC source: 0001357400-20-000124 · wf-form4_160132548009343.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,114

SEC source: 0001357400-20-000077 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 360,000

SEC source: 0001357400-20-000062 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 260,000

SEC source: 0001357400-20-000061 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 210,000

SEC source: 0001357400-20-000059 · f4forrsj.xml · nonDerivative · entry 1

Riney Stephen J · CIK 0001634257 · CFO of Apache Corporation (1)

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Trustee Apache NQ Plan

Disclosed balance after: 100,000

SEC source: 0001357400-20-000058 · f4forcjj.xml · nonDerivative · entry 1

CHRISTMANN JOHN J · CIK 0001276258 · CEO of Apache Corporation (1)

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Trustee Apache NQ Plan

Disclosed balance after: 130,000

SEC source: 0001357400-20-000057 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

SEC source: 0001357400-19-000160 · f4fordml.xml · derivative · entry 1

LELAND D MARK · CIK 0001174722 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,370

Underlying: Class A Common Stock · 39,370 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted stock unit will vest in cash at the end of three (3) years.

SEC source: 0001357400-19-000158 · f4formab.xml · derivative · entry 1

BORER MARK A · CIK 0001237206 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,370

Underlying: Class A Common Stock · 39,370 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted stock unit will vest in cash at the end of three (3) years.

SEC source: 0001357400-19-000159 · f4forjcd.xml · derivative · entry 1

Johnson Charles Douglas · CIK 0001547330 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,370

Underlying: Class A Common Stock · 39,370 shares

Expires not disclosed

F1 · derivative.expiration_date: Each restricted stock unit will vest in cash at the end of three (3) years.

SEC source: 0001357400-19-000145 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,000

SEC source: 0001357400-19-000143 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 140,000

SEC source: 0001357400-19-000144 · f4forlpa.xml · nonDerivative · entry 2

LANNIE P ANTHONY · CIK 0001015827 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001357400-19-000144 · f4forlpa.xml · nonDerivative · entry 1

LANNIE P ANTHONY · CIK 0001015827 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,640

SEC source: 0001357400-19-000130 · f4forbdc.xml · nonDerivative · entry 1

Bretches D. Clay · CIK 0001765173 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120,000