James H. Lee - Dec 1, 2023 Form 4 Insider Report for HF Sinclair Corp (DINO)

Role: Director
Signature: Stacey L. Foland Attorney-in-Fact
Stock symbol: DINO
Transactions as of: Dec 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/4/2023, 06:35 PM
Previous filing: Nov 9, 2023
Next filing: Dec 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DINO	Common Stock	Award		+8.46K	+14.07%		68.6K	Dec 1, 2023	Direct	F1, F2
transaction	DINO	Common Stock	Award		+89			89	Dec 1, 2023	By Spouse	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of August 15, 2023, by and among the Issuer, Holly Energy Partners, L.P. ("HEP"), Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Navajo Pipeline Co., L.P., and Holly Apple Holdings LLC ("Merger Sub"), on December 1, 2023, Merger Sub merged with and into HEP, with HEP surviving as an indirect, wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each outstanding common unit representing a limited partner interest in HEP held by the Reporting Person converted into the right to receive (i) 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 (ii) $4.00 in cash, without interest.
F2	Immediately prior to the Effective Time, each Director LTIP Award (as defined in the Merger Agreement) of the Reporting Person granted prior to the date of the Merger Agreement became fully vested and each Director LTIP Award granted on or after the date of the Merger Agreement vested on a pro-rata basis based on whole or partial months of service from the grant date through the Closing Date, with the remaining portion forfeited for no consideration. At the Effective Time, such vested Director LTIP Awards automatically converted into the right to receive, with respect to each Common Unit subject thereto, (i) the Merger Consideration, plus (ii) any accrued but unpaid amounts in relation to distribution equivalent rights.

Content

Pursuant to the Agreement and Plan of Merger, dated as of August 15, 2023, by and among the Issuer, Holly Energy Partners, L.P. ("HEP"), Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Navajo Pipeline Co., L.P., and Holly Apple Holdings LLC ("Merger Sub"), on December 1, 2023, Merger Sub merged with and into HEP, with HEP surviving as an indirect, wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each outstanding common unit representing a limited partner interest in HEP held by the Reporting Person converted into the right to receive (i) 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 (ii) $4.00 in cash, without interest.

Immediately prior to the Effective Time, each Director LTIP Award (as defined in the Merger Agreement) of the Reporting Person granted prior to the date of the Merger Agreement became fully vested and each Director LTIP Award granted on or after the date of the Merger Agreement vested on a pro-rata basis based on whole or partial months of service from the grant date through the Closing Date, with the remaining portion forfeited for no consideration. At the Effective Time, such vested Director LTIP Awards automatically converted into the right to receive, with respect to each Common Unit subject thereto, (i) the Merger Consideration, plus (ii) any accrued but unpaid amounts in relation to distribution equivalent rights.