SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Blackstone Intermediary Holdco L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.,
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2017
3. Issuer Name and Ticker or Trading Symbol
Hess Midstream Partners LP [ HESM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 0 I See footnotes(1)(2)(3)(4)(5)(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Blackstone Intermediary Holdco L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.,
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harvest Fund Holdco L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Harvest Holdco L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BLACKSTONE ADVISORY PARTNERS L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY New York

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Advisory Services L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings I L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings I/II GP Inc

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harvest Fund Advisors LLC

(Last) (First) (Middle)
100 W. LANCASTER AVENUE, SUITE 200

(Street)
WAYNE PA 19087

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by Harvest Fund Advisors LLC ("HFA"), Harvest Fund Holdco L.P., Blackstone Harvest Holdco L.L.C., Blackstone Intermediary Holdco L.L.C., Blackstone Advisory Partners L.P., Blackstone Advisory Services L.L.C., Blackstone Holdings I L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman.
2. HFA is an investment manager to funds and separately managed accounts that own securities of the Issuer. Harvest Fund Holdco L.P. is the sole member of HFA. Blackstone Harvest Holdco L.L.C. is the general partner of Harvest Fund Holdco L.P. Blackstone Intermediary Holdco L.L.C. is the sole member of Blackstone Harvest Holdco L.L.C. Blackstone Advisory Partners L.P. is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Advisory Services L.L.C. is the general partner of Blackstone Advisory Partners L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Advisory Services L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P.
3. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
4. HFA, an investment adviser registered under the Investment Advisers Act of 1940, as amended, advises funds and accounts. In such capacity, HFA has voting authority and dispositive discretion over the securities of Hess Midstream Partners LP (the "Issuer") owned by such funds and accounts. The Reporting Persons may be deemed to be indirect beneficial owners of the securities owned by such funds and accounts for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, none of the Reporting Persons has any pecuniary interest in any of such securities.
5. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities of the Issuer managed by HFA, and each Reporting Person disclaims beneficial ownership of the securities held by funds and accounts managed by HFA for purposes of Section 16 of the Exchange Act.
6. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
Remarks:
This Form 3 is being filed in connection with the acquisition by The Blackstone Group L.P. and certain of its affiliates ("Blackstone") of HFA, an investment management firm with over $10 billion in assets under management, on October 16, 2017. In connection with that acquisition, for purposes of Section 13(d) of the Exchange Act, Blackstone may be deemed to have become the beneficial owner of the securities beneficially owned by HFA, including the securities of the Issuer.
HARVEST FUND ADVISORS LLC, By: /s/ Anthony Merhige, Name: Anthony Merhige, Title: Senior Managing Director 10/26/2017
HARVEST FUND HOLDCO L.P., By: Blackstone Harvest Holdco L.L.C., its General Partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 10/26/2017
BLACKSTONE HARVEST HOLDCO L.L.C., By: Blackstone Intermediary Holdco LLC, S Member, By: Blackstone Advisory Partners LP, S Member, By: Blackstone Advisory Services LLC, GP, By: Blackstone Holdings I/II GP Inc., GP of S Member, By: /s/ John G. Finley, CLO 10/26/2017
BLACKSTONE INTERMEDIARY HOLDCO L.L.C., By: Blackstone Advisory Partners L.P., Sole Member, By: Blackstone Advisory Services L.L.C., GP, By: Blackstone Holdings I L.P., Sole Member, By: Blackstone Holdings I/II GP Inc., GP, By: /s/ John G. Finley, CLO 10/26/2017
BLACKSTONE ADVISORY PARTNERS L.P., By: Blackstone Advisory Services L.L.C., its GP, By: Blackstone Holdings I L.P., its Sole Member, By: Blackstone Holdings I/II GP Inc., its GP, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 10/26/2017
BLACKSTONE ADVISORY SERVICES L.L.C., By: Blackstone Holdings I L.P., its Sole Member, By: Blackstone Holdings I/II GP Inc., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 10/26/2017
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP Inc., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 10/26/2017
BLACKSTONE HOLDINGS I/II GP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 10/26/2017
** 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 5 (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).
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