SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Global Infrastructure Investors II, LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP [ HESM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

checkbox unchecked 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.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 B Shares 06/26/2024 J(1) 1,699,581 D $0.00 46,353,019 I See footnote(2)
Class B Shares 06/26/2024 J(3) 1,699,581 D $0.00 0(4) I See footnote(5)
Class A Shares 449,000 I See footnote(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 (6) 06/26/2024 D 1,699,581 (6) (6) Class A Shares 1,699,581 $36.71 46,353,019 I See footnote(5)
1. Name and Address of Reporting Person*
Global Infrastructure Investors II, LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Global Infrastructure GP II, L.P.

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GIP Blue Holding GP, LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GIP II Blue Holding, L.P.

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the transfer of 1,699,581 Class B Shares from Hess Midstream GP LP to GIP II Blue Holding, L.P. ("Blue Holding") for no consideration.
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 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.
3. Reflects the cancellation for no consideration of Class B Shares in connection with Hess Midstream Operations LP's repurchase of 1,699,581 Opco Class B Units from Blue Holding and a subsequent cancellation of such Opco Class B Units.
4. Reflects holdings following a transaction exempt from reporting purusuant to Rule 16a-13.
5. 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.
6. 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.
Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary 06/26/2024
Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary 06/26/2024
GIP Blue Holding GP, LLC, By: /s/ William Brilliant, Manager 06/26/2024
GIP II Blue Holding, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ William Brilliant, Manager 06/26/2024
** Signature of Reporting Person Date
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