Hess Corp - Mar 14, 2024 Form 4 Insider Report for Hess Midstream LP (HESM)

Role
Director, 10%+ Owner
Signature
Hess Corporation By: /s/ John P. Rielly, Executive Vice President and Chief Financial Officer
Stock symbol
HESM
Transactions as of
Mar 14, 2024
Transactions value $
-$37,608,345
Form type
4
Date filed
3/18/2024, 04:39 PM
Previous filing
Nov 16, 2023
Next filing
Jun 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction HESM Class B Shares Other $0 -1.76M -2.87% $0.00 59.6M Mar 14, 2024 See footnote F1, F2, F3
holding HESM Class B Shares 24.5M Mar 14, 2024 See footnote F2, F4
holding HESM Class A Shares 449K Mar 14, 2024 See footnote F3

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 -$37.6M -1.06M -1.24% $35.50 84.1M Mar 14, 2024 Class A Shares 1.06M See footnote F4, F5

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Reflects (i) the cancellation for no consideration of 1,059,390 Class B Shares in connection with Hess Midstream Operations LP's repurchase of 1,059,390 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and the subsequent cancellation of such Opco Class B Units, and (ii) the transfer of 698,121 Class B Shares from Hess Midstream GP LP to HINDL for no consideration.
F2 Reflects holdings following a transaction exempt from reporting purusuant to Rule 16a-13.
F3 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.
F4 Represents securities held by HINDL. HINDL is an indirect, wholly owned subsidiary of Hess Corporation, a publicly traded company listed on the New York Stock Exchange. As a result, Hess Corporation may be deemed to beneficially own the securities held of record by HINDL and Hess Midstream GP LP. Hess Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F5 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.