President and COO Gatling John A. converted options into 7,812 units of Class A Shares and sold $84,728 worth of Class A Shares (2,087 units at $40.60), increasing direct ownership by 10% to 62,457 units (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) 03/08/2025 | ||||||||||||||||||||||||||
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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 A Shares | 03/08/2025 | M(1) | 2,486 | A | $0 | 59,218 | D | |||
| Class A Shares | 03/08/2025 | M(1) | 2,948 | A | $0 | 62,166 | D | |||
| Class A Shares | 03/08/2025 | M(1) | 2,378 | A | $0 | 64,544 | D | |||
| Class A Shares | 03/11/2025 | S(2) | 2,087 | D | $40.598 | 62,457 | 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 | ||||||||
| 2022 Phantom Shares | $0 | 03/08/2025 | M | 2,486 | (3) | (3) | Class A Shares | 2,486 | $0 | 0 | D | ||||
| 2023 Phantom Shares | $0 | 03/08/2025 | M | 2,948 | (4) | (4) | Class A Shares | 2,948 | $0 | 2,948 | D | ||||
| 2024 Phantom Shares | $0 | 03/08/2025 | M | 2,378 | (5) | (5) | Class A Shares | 2,378 | $0 | 4,757 | D | ||||
| 2025 Phantom Shares | (6) | 03/08/2025 | A | 6,199 | (7) | (7) | Class A Shares | 6,199 | $0 | 6,199 | D | ||||
| Explanation of Responses: |
| 1. Class A shares acquired upon settlement of phantom shares granted under Hess Midstream's 2017 Long Term Incentive Plan. |
| 2. Shares sold solely to satisfy tax withholding upon settlement of phantom shares. |
| 3. The 2022 phantom shares vested on March 8, 2025 and have no expiration date. |
| 4. The remaining 2022 phantom shares vest on March 8, 2026 and have no expiration date. |
| 5. The remaining 2024 phantom shares vest ratably on March 8, 2026 and March 8, 2027 and have no expiration date. |
| 6. Each phantom share is the economic equivalent of one Class A Share. |
| 7. The phantom shares will vest in three equal installments beginning March 8, 2026 and have no expiration date. |
| Barry Schachter for John A. Gatling | 03/11/2025 | |
| ** 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. | ||