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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/14/24 |
| Issuer: |
| Issuer CIK: 1789832 |
| Issuer Name: Hess Midstream LP |
| Issuer Trading Symbol: HESM |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 4447 |
| | Owner Name: HESS CORP |
| Reporting Owner Address: |
| | Owner Street 1: 1185 AVENUE OF THE AMERICAS |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10036 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1702361 |
| | Owner Name: Hess Investments North Dakota LLC |
| Reporting Owner Address: |
| | Owner Street 1: 1185 AVENUE OF THE AMERICAS |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10036 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One? Yes |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Shares |
| | Transaction Date: |
| | | Value: 3/14/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,757,511 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 59,552,600 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Shares |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 24,519,340 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Shares |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 449,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Opco Class B Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Transaction Date: |
| | | Value: 3/14/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,059,390 |
| | | Transaction Price Per Share: |
| Value: 35.5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Shares |
| | | Underlying Security Shares: |
| Value: 1,059,390 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 84,071,940 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F4 |
| Footnotes: |
| Footnote - 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. |
| Footnote - F2: Reflects holdings following a transaction exempt from reporting purusuant to Rule 16a-13. |
| Footnote - 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. |
| Footnote - 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. |
| Footnote - 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. |
| Owner Signature: |
| Signature Name: Hess Corporation By: /s/ John P. Rielly, Executive Vice President and Chief Financial Officer |
| Signature Date: 3/18/24 |
| Owner Signature: |
| Signature Name: Hess Investments North Dakota LLC By: /s/ Jonathan C. Stein, Vice President |
| Signature Date: 3/18/24 |
