Statement of Changes in Beneficial Ownership (4)
February 10 2022 - 5:26PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
*
BCP Raptor Holdco, LP |
2. Issuer Name and Ticker or Trading Symbol
Altus Midstream Co
[
ALTM
]
|
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)
2700 POST OAK BOULEVARD, SUITE 300, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2022 |
(Street)
HOUSTON, TX 77056
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 2/10/2022 | | J | | 0 | D | (1)(2)(3)(4)(5) | 0 (1)(2)(3)(4)(5) | I | See footnotes (1)(2)(3)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | 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. |
(2) | (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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
Remarks: This filing constitutes an exit filing for the Reporting Persons as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the transactions reported herein. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BCP Raptor Holdco, LP 2700 POST OAK BOULEVARD, SUITE 300 HOUSTON, TX 77056 |
| X |
|
|
BCP Raptor Manager LLC C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Energy Management Associates II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone EMA II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Management Associates VII L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
BMA VII L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
BCP Raptor Holdco GP, LLC 2700 POST OAK BOULEVARD, SUITE 300 HOUSTON, TX 77056 |
| X |
|
|
Signatures
|
BCP Raptor Holdco, LP, By: /s/ Todd Carpenter, Name: Todd Carpenter, Title: General Counsel, Secretary and Chief Compliance Officer | | 2/10/2022 |
**Signature of Reporting Person | Date |
BCP Raptor Holdco GP, LLC, By: /s/ Todd Carpenter, Name: Todd Carpenter, Title: General Counsel, Secretary and Chief Compliance Officer | | 2/10/2022 |
**Signature of Reporting Person | Date |
BCP Raptor Manager LLC, By: Blackstone Energy Management Associates II L.L.C., managing member, By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | | 2/10/2022 |
**Signature of Reporting Person | Date |
By: Blackstone Management Associates VII L.L.C., managing member, By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | | 2/10/2022 |
**Signature of Reporting Person | Date |
Blackstone Energy Management Associates II L.L.C., By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | | 2/10/2022 |
**Signature of Reporting Person | Date |
Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | | 2/10/2022 |
**Signature of Reporting Person | Date |
Blackstone Management Associates VII L.L.C., By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | | 2/10/2022 |
**Signature of Reporting Person | Date |
BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | | 2/10/2022 |
**Signature of Reporting Person | Date |
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