SEC FORM 3

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SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ellis Lindsay

(Last)

(First)

(Middle)

2700 POST OAK BOULEVARD, SUITE 300

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2025

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See remark

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	18,568	D⁽¹⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.001	1,047⁽²⁾	$0	D
Performance Share Units	⁽³⁾	⁽³⁾	Class A Common Stock, par value $0.001	141⁽³⁾	$0	D

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 Secretary Exhibit List: Exhibit 24- Power of Attorney

	By: /s/ Lindsay Ellis, Attorney-in-Fact	03/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.