Holding Carol Orme - 20 Sep 2022 Form 4 Insider Report for HF Sinclair Corp (DINO)

Reporting owner
Signature
REH Company, By: Ross Matthews, Chief Operating Officer, /s/ Ross B. Matthews
Issuer context
Transaction snapshot
SEC evidence
Form type
4
Filing time
22 Sep 2022, 16:30:11 UTC
Previous filing
26 Aug 2022
Next filing
30 Sep 2022
SEC filing
View on sec.gov

Key filing fact

Holding Carol Orme filed Form 4 for HF Sinclair Corp (DINO) on 22 Sep 2022.

Key facts

  • This page summarizes Holding Carol Orme's Form 4 filing for HF Sinclair Corp (DINO).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Filing timestamp: 22 Sep 2022, 16:30.

Change

  • Previous filing in this sequence was filed on 26 Aug 2022.
  • Current net transaction value: -$124,999,966.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Reported transactions

DINO transaction

Common Stock

Disposed to Issuer

Transaction value
$124,999,966
Shares
-2,453,385
Change %
-4.7%
Price
$50.95
Shares after
50,268,451
Date
20 Sep 2022
Ownership
By REH Company
Footnotes
F1, F2, F3
* indicates a reported price that failed the local validity check.

Explanation of Responses:

Id Content
F1 These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated September 20, 2022.
F2 These shares are owned directly by REH and not Mrs. Holding. REH is the primary and direct beneficial owner of the shares indicated above, and the board of directors of REH 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 REH's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, REH and the other parties thereto. During the term of the escrow, REH 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 REH, Mrs. Holding may be deemed to beneficially own the 50,268,451 shares under applicable securities law and SEC guidance.
F3 (Continued from footnote 2) 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 REH, to the maximum extent permitted by law.
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