Carol Orme Holding - Mar 30, 2023 Form 4 Insider Report for HF Sinclair Corp (DINO)

Role
10%+ Owner
Signature
REH Company, By: Ross B. Matthews, Chief Operating Officer, /s/ Ross B. Matthews
Stock symbol
DINO
Transactions as of
Mar 30, 2023
Transactions value $
-$190,360,000
Form type
4
Date filed
4/3/2023, 04:18 PM
Previous filing
Mar 6, 2023
Next filing
Aug 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DINO Common Stock Sale -$190M -4M -10.3% $47.59 34.9M Mar 30, 2023 By REH Company F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") through Barclays Capital, Inc. in a private transaction in accordance with Rule 144 under the Securities Act of 1933, as amended.
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.
F3 (Continued from Footnote 2) As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 34,853,483 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.