Large owner Frontier Topco Partnership, L.P. sold $218,006,565 worth of shares (6,565,217 units at $33.21) and returned $15,000,014 worth of shares to the company (434,783 units at $34.50) (SEC Form 4)
$KGS
Natural Gas Distribution
Utilities
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kodiak Gas Services, Inc. [ KGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/14/2024 | S | 6,565,217 | D | $33.2063(1) | 44,434,783 | I | Held by Frontier TopCo Partnership, L.P.(3) | ||
| Common Stock | 11/18/2024 | D | 434,783 | D | $34.5(2) | 44,000,000 | I | Held by Frontier TopCo Partnership, L.P.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Consists of shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") that were sold in an underwritten secondary offering (the "Offering") at a price to the public of $34.50 per share. The Reporting Person received $33.2063 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| 2. Consists of shares of Common Stock held by the Reporting Person that were repurchased by the Issuer at the public offering price in the Offering. |
| 3. Consists of shares of common stock held directly by Frontier TopCo Partnership, L.P. ("Kodiak Holdings"). Frontier TopCo GP, LLC ("Frontier GP") is the general partner of Kodiak Holdings. EQT Infrastructure III SCSp ("EQT Infrastructure III") indirectly owns 100% of the membership interests in Frontier GP. EQT Fund Management S.a r.l. ("EFMS") has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT Infrastructure III. As such, EFMS has the power to control Frontier GP's voting and investment decisions and may be deemed to have beneficial ownership of the securities held by Kodiak Holdings. |
| Remarks: |
| This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| Frontier TopCo Partnership, L.P., By: Frontier TopCo GP, LLC, as its general partner, By: /s/ Joseph Turley, Name: Joseph Turley, Title: Officer | 11/18/2024 | |
| Frontier TopCo GP, LLC, By: /s/ Joseph Turley, Name: Joseph Turley, Title: Officer | 11/18/2024 | |
| EQT Fund Management S.a r.l., By: /s/ Sara Huda, Name: Sara Huda, Title: Manager and /s/ Joshua Stone, Name: Joshua Stone, Title: Manager | 11/18/2024 | |
| ** 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 4 (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. | ||