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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Kodiak Gas Services, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
50012A108 (CUSIP Number) |
05/12/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 50012A108 |
| 1 | Names of Reporting Persons
Frontier TopCo Partnership, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,271,323.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 11. Calculated based on 87,581,539 shares of common stock outstanding as of May 12, 2025, which reflects the 87,859,201 shares of common stock outstanding as of May 6, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2025, minus the 277,662 shares of common stock repurchased from Frontier TopCo Partnership, L.P. ("Kodiak Holdings") by the Issuer in a privately negotiated transaction on May 12, 2025.
SCHEDULE 13G
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| CUSIP No. | 50012A108 |
| 1 | Names of Reporting Persons
Frontier TopCo GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,271,323.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 11. Calculated based on 87,581,539 shares of common stock outstanding as of May 12, 2025, which reflects the 87,859,201 shares of common stock outstanding as of May 6, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2025, minus the 277,662 shares of common stock repurchased from Kodiak Holdings by the Issuer in a privately negotiated transaction on May 12, 2025.
SCHEDULE 13G
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| CUSIP No. | 50012A108 |
| 1 | Names of Reporting Persons
EQT Fund Management S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,271,323.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11. Calculated based on 87,581,539 shares of common stock outstanding as of May 12, 2025, which reflects the 87,859,201 shares of common stock outstanding as of May 6, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2025, minus the 277,662 shares of common stock repurchased from Kodiak Holdings by the Issuer in a privately negotiated transaction on May 12, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Kodiak Gas Services, Inc. | |
| (b) | Address of issuer's principal executive offices:
9950 Woodloch Forest Drive, 19th Floor, The Woodlands, TX 77380 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons" and each, a "Reporting Person":
Frontier TopCo Partnership, L.P. ("Kodiak Holdings");
Frontier TopCo GP, LLC ("Frontier GP"); and
EQT Fund Management S.a r.l. ("EFMS"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Kodiak Holdings and Frontier GP is:
EQT Partners Inc.
1114 Avenue of the Americas, 45th Floor
New York, NY 10036
The address of the principal business office of EFMS is:
EQT Fund Management S.A.R.L.
51A, Boulevard Royal
L-2449 Luxembourg
Luxembourg | |
| (c) | Citizenship:
See responses to Item 4 on each of the cover pages. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
50012A108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each of the cover pages. | |
| (b) | Percent of class:
See responses to Item 11 on each of the cover pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each of the cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each of the cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each of the cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each of the cover pages. 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. 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. EFMS is managed by a five-member board of directors. Each of Frontier GP and EFMS may be deemed to beneficially own the shares of Common Stock beneficially owned by Kodiak Holdings, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Kodiak Holdings) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each of Frontier GP and EFMS expressly disclaim beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The several investment vehicles that collectively constitute the EQT Infrastructure III fund may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by Kodiak Holdings by virtue of their ownership of Frontier GP's membership interests. Of these vehicles, each of EQT IV Co-Invest SCSP (No. 1) Limited Partnership, EQT Infra IV Funds (No. 2) Limited Partnership and EQT Infra III Funds (No. 3) Limited Partnership may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, 5.0% or more of the Issuer's outstanding Common Stock. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Frontier TopCo GP, LLC is the general partner of Frontier TopCo Partnership, L.P.
Exhibit Information
Exhibit 1 Agreement of Joint Filing, dated as of February 12, 2024 (incorporated by reference to Exhibit 1 of the Schedule 13G filed by the Reporting Persons on February 12, 2024).