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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 23)
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Hess Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
42809H107 (CUSIP Number) |
12/31/2024 (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. | 42809H107 |
| 1 | Names of Reporting Persons
John B. Hess | ||||||||
| 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
UNITED STATES
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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
26,502,061.00 | ||||||||
| 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)
8.58 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For information relating to rows 5 and 7, refer to Notes 2, 3 and 4 in Item 4
For information relating to row 6, refer to Note 1 in Item 4
For information relating to row 8, refer to Notes 1 and 2 in Item 4
SCHEDULE 13G
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| CUSIP No. | 42809H107 |
| 1 | Names of Reporting Persons
Thomas H. Kean | ||||||||
| 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
UNITED STATES
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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
7,089,260.00 | ||||||||
| 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)
2.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For information relating to rows 5 and 7, refer to Note 6 in Item 4
For information relating to rows 6 and 8, refer to Note 1 in Item 4
As of December 31, 2024, Mr. Kean has ceased to be the beneficial owner of more than 5% of the class of securities reported herein.
SCHEDULE 13G
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| CUSIP No. | 42809H107 |
| 1 | Names of Reporting Persons
Nicholas F. Brady | ||||||||
| 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
UNITED STATES
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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
7,105,720.00 | ||||||||
| 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)
2.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For information relating to rows 5 and 7, refer to Note 5 in Item 4
For information relating to rows 6 and 8, refer to Note 1 in Item 4
As of December 31, 2024, Mr. Brady has ceased to be the beneficial owner of more than 5% of the class of securities reported herein.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hess Corporation | |
| (b) | Address of issuer's principal executive offices:
1185 Avenue of the Americas, New York, NY 10036 | |
| Item 2. | ||
| (a) | Name of person filing:
See respective cover pages | |
| (b) | Address or principal business office or, if none, residence:
Nicholas F. Brady
P. O. Box 126
Oldwick, NJ 08858
John B. Hess
Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Thomas H. Kean
THK Consulting, LLC
49 Route 202, P. O. Box 810
Far Hills, NJ 07931-0810 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
42809H107 | |
| 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:
Note 1. This amount includes 7,067,802 shares held by a limited partnership. Messrs. Hess, Brady and Kean serve on the management committee of the general partner of this limited partnership and share, inter alia, voting and dispositive powers with respect to shares held by the limited partnership.
Note 2. This amount includes 145,036 shares held directly by Mr. Hess. This amount also includes an aggregate of 6,328,638 shares held by Mr. Hess' siblings or by trusts for the benefit of Mr. Hess' siblings or their children, as to which Mr. Hess has sole voting power and as to 706,273 shares of which he shares dispositive power pursuant to a shareholders agreement among, inter alia, Mr. Hess and his siblings; 300,000 shares held by a limited liability company, for which Mr. Hess serves as investment manager and has sole voting and dispositive power; 1,008,402 shares held by a trust for the benefit of Mr. Hess' sibling, as to which Mr. Hess has sole voting and shared dispositive power; 2,559,679 shares held by a trust established for the benefit of Mr. Hess, as to which Mr. Hess has sole voting power; 1,859,006 shares held by two limited liability companies, as to which Mr. Hess has sole voting power; 609,983 shares underlying options to purchase common stock of the Issuer, as to which Mr. Hess has sole voting and dispositive power only upon exercise of such options; 84,429 shares of restricted stock, as to which Mr. Hess has sole voting power; and 28,753 shares held by a family limited liability company controlled by Mr. Hess, as to which Mr. Hess has sole voting and dispositive power.
Note 3. This amount includes 6,436,881 shares held by the Hess Foundation, Inc. as to which Mr. Hess has sole voting and dispositive power.
Note 4. Includes 73,452 shares vested in the name of John B. Hess under the Issuer's Employees' Savings Plan. Mr. Hess has sole voting and dispositive power with respect to these shares.
Note 5. This amount includes 37,918 shares held directly by Mr. Brady as to which he has sole voting and dispositive power.
Note 6. This amount includes 21,458 shares held directly by Mr. Kean, as to which he has sole voting and dispositive power. | |
| (b) | Percent of class:
See respective cover pages | |
| (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 respective cover pages | ||
| (ii) Shared power to vote or to direct the vote:
See respective cover pages | ||
| (iii) Sole power to dispose or to direct the disposition of:
See respective cover pages | ||
| (iv) Shared power to dispose or to direct the disposition of:
See respective cover pages | ||
| 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.
As indicated in the Notes above, some of the shares owned are held for the account of other persons who have the right to receive dividends and the proceeds of the sale of such shares. | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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