Sec Form 4 Filing - HESS CORP @ Hess Midstream LP - 2019-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HESS CORP
2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP [ HESM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1185 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2019
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Shares 12/16/2019 A 898,000 A 898,000 I See Notes ( 2 ) ( 3 )
Class B Shares 12/16/2019 A 266,416,928 A 266,416,928 I See Notes ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Opco Class B Units ( 4 ) 12/16/2019 A 133,208,464 ( 4 ) ( 4 ) Class A Shares 133,208,464 ( 1 ) 133,208,464 I See Notes ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HESS CORP
1185 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X X
Hess Investments North Dakota LLC
1185 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X X
Signatures
Hess CorporationBy: Barry Schachter 12/17/2019
Signature of Reporting Person Date
Hess Investments North Dakota LLC By: Barry Schachter 12/17/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger dated October 3, 2019 (the "Merger Agreement"), each Common Unit of Hess Midstream Partners LP ("Old HESM") issued and outstanding prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") (other than any Old HESM Common Units held by the Existing Sponsors or the HIP Entities (as defined in the Merger Agreement) as of immediately prior to the Effective Time), was automatically converted into the right to receive one validly issued, fully paid and non-assessable Class A Share of Hess Midstream LP ("New HESM").
( 2 )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 and GIP II Blue Holding Partnership, L.P. 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.
( 3 )Hess Investments North Dakota LLC is a 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 Hess Investments North Dakota LLC and Hess Midstream GP LP. Hess Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 4 )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.
( 5 )Represents securities held by Hess Investments North Dakota LLC

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