Carol Orme Holding - May 14, 2024 Form 4 Insider Report for HF Sinclair Corp (DINO)

Role: Director
Signature: REH COMPANY, By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chief Operating Officer
Stock symbol: DINO
Transactions as of: May 14, 2024
Transactions value $: -$74,999,955
Form type: 4
Date filed: 5/16/2024, 04:43 PM
Previous filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DINO	Common Stock	Disposed to Issuer	-$75M	-1.35M	-7.75%	$55.62	16.1M	May 14, 2024	By REH Company	F1, F2

* 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") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated May 14, 2024.
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. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 16,057,699 shares under applicable securities law and Securities and Exchange Commission 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.

Content

These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated May 14, 2024.

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. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 16,057,699 shares under applicable securities law and Securities and Exchange Commission 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.

Remarks:

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.