Director Hess Corp disposed of 3,112,886 units of Class B Shares (SEC Form 4)
$HESM
Oil & Gas Production
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 Midstream LP [ HESM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Class B Shares | 05/09/2025 | J(1) | 3,112,886 | D | $0 | 14,573,517(2) | I | See footnote(3) | ||
| Class B Shares | 64,405,673(2) | I | See footnote(4) | |||||||
| Class A Shares | 449,000 | I | See footnote(3) | |||||||
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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 | ||||||||
| Opco Class B Units | (5) | 05/09/2025 | D | 2,038,956 | (5) | (5) | Class A Shares | 2,038,956 | $36.88 | 78,979,190 | I | See footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects (i) the cancellation for no consideration of 2,038,956 Class B Shares in connection with Hess Midstream Operations LP's repurchase of 2,038,956 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and the subsequent cancellation of such Opco Class B Units, and (ii) the transfer of 1,073,930 Class B Shares from Hess Midstream GP LP to HINDL for no consideration. |
| 2. Reflects holdings following a transaction exempt from reporting purusuant to Rule 16a-13. |
| 3. 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. |
| 4. Represents securities held by HINDL. HINDL is an indirect, wholly owned subsidiary of Hess Corporation, a publicly traded company listed on the New York Stock Exchange. As a result, Hess Corporation may be deemed to beneficially own the securities held of record by HINDL and Hess Midstream GP LP. Hess Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 5. 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. |
| Hess Corporation By: /s/ John P. Rielly, Executive Vice President and Chief Financial Officer | 05/12/2025 | |
| Hess Investments North Dakota LLC By: /s/ Jonathan C. Stein, Vice President | 05/12/2025 | |
| ** 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. | ||