SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Global Infrastructure Investors II, LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP [ HESM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Shares	06/26/2024		J⁽¹⁾		1,699,581	D	$0.00	46,353,019	I	See footnote⁽²⁾
Class B Shares	06/26/2024		J⁽³⁾		1,699,581	D	$0.00	0⁽⁴⁾	I	See footnote⁽⁵⁾
Class A Shares								449,000	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Opco Class B Units	⁽⁶⁾	06/26/2024		D			1,699,581	⁽⁶⁾	⁽⁶⁾	Class A Shares	1,699,581	$36.71	46,353,019	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Global Infrastructure Investors II, LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Global Infrastructure GP II, L.P.

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GIP Blue Holding GP, LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GIP II Blue Holding, L.P.

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the transfer of 1,699,581 Class B Shares from Hess Midstream GP LP to GIP II Blue Holding, L.P. ("Blue Holding") for no consideration.

2. Represents securities held by Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is the sole member of Hess Midstream GP LLC, which is the general partner of Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is a 50/50 joint venture between HINDL and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by Hess Midstream GP LP. Each such entity disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Reflects the cancellation for no consideration of Class B Shares in connection with Hess Midstream Operations LP's repurchase of 1,699,581 Opco Class B Units from Blue Holding and a subsequent cancellation of such Opco Class B Units.

4. Reflects holdings following a transaction exempt from reporting purusuant to Rule 16a-13.

5. Represents securities held by Blue Holding. Global Infrastructure Investors II, LLC is the sole general partner of Global Infrastructure GP II, L.P., which is the sole member of GIP Blue Holding GP, LLC, which is the general partner of Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by Blue Holding. Each such entity disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

6. The Opco Class B Units may be converted at any time into Class A Shares on a one-to-one basis and have no expiration date.

	Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary	06/26/2024
	Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary	06/26/2024
	GIP Blue Holding GP, LLC, By: /s/ William Brilliant, Manager	06/26/2024
	GIP II Blue Holding, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ William Brilliant, Manager	06/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Director Global Infrastructure Investors Ii, Llc disposed of 3,399,162 units of Class B Shares (SEC Form 4)