Statement of Changes in Beneficial Ownership (4)
May 22 2023 - 3:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Global Infrastructure Investors II, LLC |
2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP
[
HESM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2023 |
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(Street)
NEW YORK, NY 10105 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class B Shares | 5/19/2023 | | J(1) | | 6382500 | D | $0.00 | 89731676 | I | See footnote (2) |
| Class A Shares | 5/19/2023 | | C | | 6382500 | A | $0.00 | 6382500 | I | See footnote (3) |
| Class A Shares | 5/19/2023 | | S | | 6382500 | D | $26.12 | 0 | I | See footnote (3) |
| Class A Shares | | | | | | | | 449000 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | 5/19/2023 | | C | | | 6382500 | (4) | (4) | Class A Shares | 6382500 | $0.00 | 89731676 | I | See footnote (3) |
| Explanation of Responses: |
| (1) | Reflects the cancellation for no consideration of Class B Shares in connection with the conversion of the Opco Class B Units into Class A Shares. |
| (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 ("HINDL") and GIP II Blue Holding, L.P. ("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. |
| (3) | Represents securities held by Blue Holding. Global Infrastructure Investors II, LLC is the sole general partner of Global Infrastructure GP II, L.P., which is the sole member of GIP Blue Holding GP, LLC, which is the general partner of Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by Blue Holding. Each such entity 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Global Infrastructure Investors II, LLC
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY 10105 | X | X |
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Global Infrastructure GP II, L.P.
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY 10105 | X | X |
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GIP Blue Holding GP, LLC
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY 10105 | X | X |
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GIP II Blue Holding, L.P.
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY 10105 | X | X |
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Signatures
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| Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary | | 5/22/2023 |
| **Signature of Reporting Person | Date |
| Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary | | 5/22/2023 |
| **Signature of Reporting Person | Date |
| GIP Blue Holding GP, LLC, By: /s/ Mark Levitt, Manager | | 5/22/2023 |
| **Signature of Reporting Person | Date |
| GIP II Blue Holding, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ Mark Levitt, Manager | | 5/22/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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