Global Infrastructure Investors II, LLC - Mar 30, 2023 Form 4 Insider Report for Hess Midstream LP (HESM)

Role: Director, 10%+ Owner
Signature: Global Infrastructure Investors II, LLC By: /s/ Mark Levitt, Secretary
Stock symbol: HESM
Transactions as of: Mar 30, 2023
Transactions value $: -$49,999,994
Form type: 4
Date filed: 3/31/2023, 04:15 PM
Previous filing: Apr 6, 2022
Next filing: May 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HESM	Class B Shares	Other	$0	-1.81M	-1.85%	$0.00	96.1M	Mar 30, 2023	See footnote	F1, F2
holding	HESM	Class A Shares						449K	Mar 30, 2023	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	-$50M	-1.81M	-1.85%	$27.63	96.1M	Mar 30, 2023	Class A Shares	1.81M		See footnote	F3, F4

* 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 3,619,254 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and GIP II Blue Holding, L.P. ("Blue Holding") 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 sole member of Hess Midstream GP LLC, which is the general partner of Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is a 50/50 joint venture between HINDL and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own 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	The Opco Class B Units may be converted at any time into Class A Shares on a one-to-one basis and have no expiration date.
F4	Represents securities held by Blue Holding. Global Infrastructure Investors II, LLC is the sole general partner of Global Infrastructure GP II, L.P., which is the sole member of GIP Blue Holding GP, LLC, which is the general partner of Blue Holding. As such, each of the foregoing entities 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 its pecuniary interest therein.