Holding Carol Orme - 28 Sep 2022 Form 4 Insider Report for HF Sinclair Corp (DINO)

Source evidence 5 source fields
Form type
4
Accepted by SEC
30 Sep 2022, 16:30:38 UTC
Previous filing
22 Sep 2022
Next filing
05 Oct 2022
SEC filing
View on sec.gov
Reporting owner 1 detail
Reporting owner signature
REH Company, By: Ross Matthews, Chief Operating Officer, /s/ Ross B. Matthews

Key filing fact

Holding Carol Orme filed Form 4 for HF Sinclair Corp (DINO) on 30 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.
  • Accepted by SEC: 30 Sep 2022, 16:30.

Change

  • Previous filing in this sequence was filed on 22 Sep 2022.
  • Current net transaction value: -$99,999,967.

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 non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DINO transaction

Common Stock

Disposed to Issuer

Transaction value
$99,999,967
Shares
-1,881,113
Change %
-3.7%
Price
$53.16
Shares after
48,387,338
Date
28 Sep 2022
Ownership
By REH Company
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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 28, 2022.

Footnote 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.

Footnote F3

(Continued from footnote 2) 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 48,387,338 shares under applicable securities law and SEC guidance. 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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