| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DINO | Common Stock | Award | +6.62M | +29.79% | 28.8M | Dec 1, 2023 | By REH Company | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | This Form 4/A is being filed to correct a filing error. On December 4, 2023, a Form 4 was erroneously filed disclosing a disposition of 21,000,000 common units by REH Company (f/k/a The Sinclair Companies) ("REH") and Mrs. Holding. Such disposition was correctly reportable with respect to Holly Energy Partners, L.P. ("HEP") but not with respect to the Issuer, and such Form 4 should be disregarded. |
| F2 | Pursuant to that certain Agreement and Plan of Merger, dated August 15, 2023, by and among the Issuer, HEP and the other parties thereto, HEP became an indirect, wholly owned subsidiary of the Issuer on December 1, 2023 upon the closing of the transactions contemplated therein (the "Closing"). Upon the Closing, each outstanding common unit representing a limited partner interest in HEP (each, a "Partnership Common Unit") was converted into the right to receive (a) 0.315 shares of common stock, par value $0.01 per share, of the Issuer, with cash paid in lieu of the issuance of fractional shares, if any, and (b) $4.00 in cash, without interest. As a result, REH and Mrs. Holding received 6,615,000 shares of the Issuer's common stock in exchange for their Partnership Common Units effective upon the Closing. The closing price of the Issuer's common stock was $52.48 on the date before the Closing. |
| F3 | 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 the Issuer, 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 28,816,914 shares under applicable securities law and Securities and Exchange Commission guidance. |
| F4 | (Continued from footnote 3) 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. |
Ross B. Matthews and Norman J. Szydlowski currently serve as REH's representatives on the Issuer's board of directors, and therefore REH and Mrs. Holding each constitute a "director by deputization" of the Issuer.