Calculation of Filing Fee Tables
Form S-3ASR
(Form Type)
Kodiak Gas Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security
Type | Security
Class
Title | Fee
Calculation
or Carry
Forward
Rule | Amount Registered | Proposed
Maximum
Offering
Price Per
Unit | Maximum
Aggregate
Offering
Price | Fee
Rate | Amount of
Registration
Fee | Carry
Forward
Form
Type | Carry
Forward
File
Number | Carry
Forward
Initial
Effective
Date | Filing Fee
Previously
Paid In
Connection
with Unsold
Securities
to be
Carried
Forward |
| Newly Registered Securities |
Fees to be
Paid | Equity | Common Stock, $0.01 par value per share(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | | | | |
| Equity | Preferred Stock(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | | | | |
| Other | Warrants(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | | | | |
| Other | Units(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | | | | |
| Equity | Common Stock, par value $0.01 per share | Rule 457(c) | 59,000,000(4) | (5) | $1,544,030,000(6) | 0.00014760 | $227,899(6) | | | | |
Fees
Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | | N/A | | | | |
| Carry Forward Securities |
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Total Offering Amounts | | | | $227,899 | | | | |
| Total Fees Previously Paid | | | | N/A | | | | |
| Total Fee Offsets | | | | $234,910(7) | | | | |
| Net Fee Due | | | | $-- | | | | |
(1) Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities.
(2) The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), to defer payment of all registration fees. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(3) An indeterminate aggregate amount or number of securities of each class is being registered hereunder, as may from time to time be offered, at indeterminate prices. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. The indeterminate aggregate amount or number also includes such securities as may, from time to time, be issued upon conversion or exchange of securities registered hereunder, to the extent any such securities are, by their terms, convertible into or exchangeable for other securities.
(4) Consists of a maximum of 59,000,000 shares of common stock, par value $0.01 per share (“common stock”), of the Registrant to be sold by the selling stockholder. Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the Registrant’s common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(5) With respect to the offering of shares of our common stock by the selling stockholder, the proposed maximum offering price per share will be delivered from time to time in connection with, and at the time of, a sale by the selling stockholder.
(6) Estimated solely for the purposes of computing the registration fee in accordance with pursuant to Rule 457(c) under the Securities Act, based upon $26.17, the average of the high and low prices of the Registrant’s common stock as quoted on the New York Stock Exchange on July 9, 2024 (a date within five business days prior to the filing of this Registration Statement).
(7) The Registrant previously paid filing fees of $234,910 in connection with the Registration Statement on Form S-3 (File No.
333-280710) (the “Prior Registration Statement”) filed on July 5, 2024, which Prior Registration Statement was withdrawn on July 9,
2024 pursuant to Rule 477 under the Securities Act. No securities were sold under the Prior Registration Statement before it was
withdrawn. Pursuant to Rule 457(p) under the Securities Act, the Registrant will offset such amount of previously paid filing fees
against filing fees due in connection with this Registration Statement.
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with the Fee Offset Source |
| Rules 457(b) and 0-11(a)(2) |
| Fee Offset Claims | | | | | | | | | | | |
| Fee Offset Sources | | | | | | | | | | | |
| Rule 457(p) |
| Fee Offset Claims | Kodiak Gas Services, Inc. | Form S-3 | 333-280710(1) | July 5, 2024 | | $234,910 | Equity | Common Stock, par value $0.01 per share | 59,000,000 | $1,591,525,000 | |
| Fee Offset Sources | Kodiak Gas Services, Inc. | Form S-3 | 333-280710(1) | | July 5, 2024 | | | | | | $234,910 |
(1) The Registrant paid a registration fee of $234,910 in connection with the registration of $1,591,525,000 of shares of common stock
under the Prior Registration Statement. The Prior Registration Statement was withdrawn by filing a Form RW on July 9, 2024. In
accordance with Rule 457(p) under the Securities Act, the Registrant is using $227,899 of the aforementioned unused filing fees
previously paid by the Registrant in connection with filing the Prior Registration Statement to offset the entirety of the filing fee
payable in connection with this Registration Statement, and as a result of such offset, the Registrant will have $7,011 remaining in
unused filing fees available to be applied to its future filings.