Global Infrastructure Investors II, LLC - 04 Apr 2022 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: 04 Apr 2022
Net transactions value: -$345,833,397
Form type: 4
Filing time: 06 Apr 2022, 17:00:15 UTC
Previous filing: 12 Oct 2021
Next filing: 31 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HESM	Class B Shares	Other	$0	-6,779,661	-6.2%	$0.000000	103,041,303	04 Apr 2022	See footnote	F1, F2
transaction	HESM	Class A Shares	Conversion of derivative security	$0	+5,117,500		$0.000000	5,117,500	04 Apr 2022	See footnotes	F3, F4
transaction	HESM	Class A Shares	Sale	$145,833,398	-5,117,500	-100%	$28.50	0	04 Apr 2022	See footnotes	F3, F4
transaction	HESM	Class B Shares	Other	$0	-5,117,500	-5%	$0.000000	97,923,803	04 Apr 2022	See footnote	F2, F5
holding	HESM	Class A Shares						449,000	04 Apr 2022	See footnote	F2

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	Disposed to Issuer	$200,000,000	-6,779,661	-6.2%	$29.50	103,041,303	04 Apr 2022	Class A Shares	6,779,661		See footnotes	F3, F4, F6
transaction	HESM	Opco Class B Units	Conversion of derivative security	$0	-5,117,500	-5%	$0.000000	97,923,803	04 Apr 2022	Class A Shares	5,117,500		See footnotes	F3, F4, F6

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

Explanation of Responses:

Id	Content
F1	Reflects the cancellation for no consideration of Class B Shares in connection with Hess Midstream Operations LP's repurchase of an aggregate 13,559,322 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and GIP II Blue Holding, L.P. and a subsequent cancellation of such Opco Class B Units.
F2	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 GIP II Blue Holding, L.P. ("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.
F3	Represents securities held by Blue Holding.
F4	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.
F5	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.
F6	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.