Global Infrastructure Investors II, LLC - 08 Oct 2021 Form 4 Insider Report for Hess Midstream LP (HESM)

Role: Director, 10%+ Owner
Signature: Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary
Issuer symbol: HESM
Transactions as of: 08 Oct 2021
Net transactions value: -$108,312,750
Form type: 4
Filing time: 12 Oct 2021, 16:58:49 UTC
Previous filing: 11 Aug 2021
Next filing: 06 Apr 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HESM	Class A Shares	Conversion of derivative security	$0	+4,312,500		$0.000000	4,312,500	08 Oct 2021	See footnotes	F1, F2
transaction	HESM	Class A Shares	Sale	$108,312,750	-4,312,500	-100%	$25.12	0	08 Oct 2021	See footnotes	F1, F2
transaction	HESM	Class B Shares	Other	$0	-4,312,500	-3.8%	$0.000000	109,820,964	08 Oct 2021	See footnote	F3, F4
holding	HESM	Class A Shares						449,000	08 Oct 2021	See footnote	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HESM	Opco Class B Units	Conversion of derivative security	$0	-4,312,500	-3.8%	$0.000000	109,820,964	08 Oct 2021	Class A Shares	4,312,500		See footnotes	F1, F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities held by GIP II Blue Holding, L.P. ("Blue Holding").
F2	Global Infrastructure Investors II, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP II, L.P. ("Global GP"), which is the sole member of GIP Blue Holding GP, LLC, ("Blue Holding GP"), which is the general partner of Blue Holding. As such, each of Global Investors, Global GP and Blue Holding GP 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 their pecuniary interest therein.
F3	Reflects the cancellation for no consideration of Class B Shares in connection with the conversion of the Opco Class B Units into Class A Shares.
F4	Represents securities held by Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is the general partner of Hess Midstream GP LLC, which is the general partner of Hess Midsteam LP. Hess Infrastructure Partners GP LLC is a 50/50 joint venture between Hess Investments North Dakota LLC and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially owned 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.
F5	The Opco Class B Units may be converted at any time in to Class A Shares on a one-to-one basis and have no expiration date.