Global Infrastructure Investors II, LLC - Aug 22, 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: Aug 22, 2023
Transactions value $: -$42,885,000
Form type: 4
Date filed: 8/22/2023, 04:15 PM
Previous filing: Aug 17, 2023
Next filing: Sep 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HESM	Class B Shares	Other	$0	-1.5M	-1.92%	$0.00	76.6M	Aug 22, 2023	See footnote	F1, F2
transaction	HESM	Class A Shares	Conversion of derivative security	$0	+1.5M		$0.00	1.5M	Aug 22, 2023	See footnote	F3
transaction	HESM	Class A Shares	Sale	-$42.9M	-1.5M	-100%	$28.59	0	Aug 22, 2023	See footnote	F3
holding	HESM	Class A Shares						449K	Aug 22, 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	Conversion of derivative security	$0	-1.5M	-1.92%	$0.00	76.6M	Aug 22, 2023	Class A Shares	1.5M		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 the conversion of the Opco Class B Units into Class A Shares.
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 Hess Investments North Dakota LLC ("HINDL") and GIP II Blue Holding, L.P. ("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	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.
F4	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.