Chief Executive Officer Hess John B sold $77,835,860 worth of shares (543,679 units at $143.17) and exercised 90,476 shares at a strike of $74.49 (SEC Form 4)
$HES
Integrated oil Companies
Energy
| 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
HESS CORP [ HES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2024 | ||||||||||||||||||||||||||
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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, $1.00 par value | 11/06/2024 | S | 6,562 | D | $143.15(1) | 7,772,475 | I | See Note(7) | ||
| Common Stock, $1.00 par value | 11/06/2024 | S | 54,328 | D | $143.83(2) | 7,718,147 | I | See Note(7) | ||
| Common Stock, $1.00 par value | 11/06/2024 | S | 308 | D | $144.4(3) | 7,717,839 | I | See Note(7) | ||
| Common Stock, $1.00 par value | 11/06/2024 | S | 23,281 | D | $143.13(4) | 329,922 | I | See Note(8) | ||
| Common Stock, $1.00 par value | 11/06/2024 | S | 214,291 | D | $143.84(2) | 115,631 | I | See Note(8) | ||
| Common Stock, $1.00 par value | 11/06/2024 | S | 1,230 | D | $144.4(3) | 114,401 | I | See Note(8) | ||
| Common Stock, $1.00 par value | 11/07/2024 | S | 27,882 | D | $141.86(5) | 86,519 | I | See Note(8) | ||
| Common Stock, $1.00 par value | 11/07/2024 | S | 86,519 | D | $142.56(6) | 0 | I | See Note(8) | ||
| Common Stock, $1.00 par value | 11/07/2024 | S | 9,455 | D | $141.86(5) | 7,708,384 | I | See Note(7) | ||
| Common Stock, $1.00 par value | 11/07/2024 | S | 29,347 | D | $142.56(6) | 7,679,037 | I | See Note(7) | ||
| Common Stock, $1.00 par value | 11/07/2024 | M | 90,476 | A | $74.49 | 313,623 | D | |||
| Common Stock, $1.00 par value | 11/07/2024 | S | 90,476 | D | $142.47 | 223,147(9) | D | |||
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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 | ||||||||
| Option to purchase Common Stock | $74.49 | 11/07/2024 | M | 30,158 | 03/03/2016 | 03/03/2025 | Common Stock, $1.00 par value | 30,158 | $0 | 0 | D | ||||
| Option to purchase Common Stock | $74.49 | 11/07/2024 | M | 30,159 | 03/03/2017 | 03/03/2025 | Common Stock, $1.00 par value | 30,158 | $0 | 0 | D | ||||
| Option to purchase Common Stock | $74.49 | 11/07/2024 | M | 30,159 | 03/03/2018 | 03/03/2025 | Common Stock, $1.00 par value | 30,158 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The reported sales transactions were executed at prices ranging from $142.34 to $143.33. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions in this report were affected. |
| 2. The reported sales transactions were executed at prices ranging from $143.34 to $144.34. The price reported above reflects the weighted average sales price. |
| 3. The reported sales transactions were executed at prices ranging from $144.35 to $144.50. The price reported above reflects the weighted average sales price. |
| 4. The reported sales transactions were executed at prices ranging from $142.34 to $143.34. The price reported above reflects the weighted average sales price. |
| 5. The reported Sales transactions were executed at prices ranging from $141.16 to $142.16. The price reported above reflects the weighted average sales price. |
| 6. The reported Sales transactions were executed at prices ranging from $142.16 to $143.16. The price reported above reflects the weighted average sales price. |
| 7. Held by a previously reported charitable lead annuity trust established under the will of Leon Hess. The reporting person is one of the trustees of the trust. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 8. Held by a previously reported limited liability company, for which the reporting person serves as investment manager. |
| 9. This amount includes 84,429 shares held in escrow pursuant to the Corporation's 2008 Long Term Incentive Plans. The reporting person has only voting power of these shares until the lapsing of the period set by the Committee administering the Plans at which time the shares plus accrued dividends will be delivered to the reporting person if the reporting person is still an employee of the Corporation. |
| Barry Schachter for John B. Hess | 11/07/2024 | |
| ** 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. | ||