Carol Orme Holding - Mar 14, 2022 Form 3 Insider Report for HF Sinclair Corp (DINO)

Role: 10%+ Owner
Signature: The Sinclair Companies, By: Ross Matthews, Chief Operating Officer, /s/ Ross Matthews
Stock symbol: DINO
Transactions as of: Mar 14, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/24/2022, 04:58 PM
Next filing: Aug 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DINO	Common Stock						60.2M	Mar 14, 2022	By The Sinclair Companies	F1, F2

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

Explanation of Responses:

Id	Content
F1	These shares are owned directly by The Sinclair Companies ("TSC") and not Mrs. Holding. TSC is the primary and direct beneficial owner of the shares indicated above, and the board of directors of TSC has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing TSC's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, TSC and the other parties thereto. During the term of the escrow, TSC has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with TSC, Mrs. Holding may be deemed to beneficially own the 60,230,036 shares under applicable securities law and SEC guidance.
F2	(Continued from Footnote 1) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in The Sinclair Companies, to the maximum extent permitted by law.

Content

These shares are owned directly by The Sinclair Companies ("TSC") and not Mrs. Holding. TSC is the primary and direct beneficial owner of the shares indicated above, and the board of directors of TSC has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing TSC's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, TSC and the other parties thereto. During the term of the escrow, TSC has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with TSC, Mrs. Holding may be deemed to beneficially own the 60,230,036 shares under applicable securities law and SEC guidance.

(Continued from Footnote 1) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in The Sinclair Companies, to the maximum extent permitted by law.