Sec Form 4 Filing - Hess Infrastructure Partners GP LLC @ 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 Infrastructure Partners GP LLC
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)
1501 MCKINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2019
(Street)
HOUSTON, TX77010
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 Note ( 2 )
Class B Shares 12/16/2019 A 266,416,928 A 266,416,928 I See Note ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hess Infrastructure Partners GP LLC
1501 MCKINNEY STREET
HOUSTON, TX77010
X X
Hess Midstream GP LLC
1501 MCKINNEY STREET
HOUSTON, TX77010
X X
Hess Midstream GP LP
1501 MCKINNEY STREET
HOUSTON, TX77010
X X
Signatures
Hess Infrastructure Partners GP LLC By: Barry Schachter 12/17/2019
Signature of Reporting Person Date
Hess Midstream GP LLC By: Barry Schachter 12/17/2019
Signature of Reporting Person Date
Hess Midstream GP LP, by Hess Midstream GP LLC, its general partner 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")held by the Reporting Persons prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time) were exchanged for 898,000 Class A Shares and 266,416,928 Class B Shares 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. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by Hess Midstream GP LP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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