Carol Orme Holding - Mar 14, 2022 Form 3 Insider Report for HOLLY ENERGY PARTNERS LP (HEP)

Role: 10%+ Owner
Signature: The Sinclair Companies, By: Ross Matthews, Chief Operating Officer, /s/ Ross Matthews
Stock symbol: HEP
Transactions as of: Mar 14, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/24/2022, 05:07 PM
Next filing: Aug 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HEP	Common Units						21M	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 units are owned directly by The Sinclair Companies ("TSC") and not Mrs. Holding. TSC is the primary and direct beneficial owner of the units indicated above, and the board of directors of TSC has all voting and investment power with respect to such units (subject to the terms of the escrow described below). Among these units, 5,290,000 units 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 units until any such units are released from the escrow. As a result of her relationship with TSC, Mrs. Holding may be deemed to beneficially own the 21,000,000 units under applicable securities law and SEC guidance.
F2	(Continued from Footnote 1) Mrs. Holding, however, does not intend ever to own such units 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 TSC Company, to the maximum extent permitted by law.

Content

These units are owned directly by The Sinclair Companies ("TSC") and not Mrs. Holding. TSC is the primary and direct beneficial owner of the units indicated above, and the board of directors of TSC has all voting and investment power with respect to such units (subject to the terms of the escrow described below). Among these units, 5,290,000 units 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 units until any such units are released from the escrow. As a result of her relationship with TSC, Mrs. Holding may be deemed to beneficially own the 21,000,000 units under applicable securities law and SEC guidance.

(Continued from Footnote 1) Mrs. Holding, however, does not intend ever to own such units 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 TSC Company, to the maximum extent permitted by law.