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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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*
Letwin Stephen J J

(Last) (First) (Middle)
C/O HESS MIDSTREAM PARTNERS LP
1501 MCKINNEY STREET

(Street)
HOUSTON TX 77010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hess Midstream Partners LP [ HESM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Units 12/16/2019 D 2,891 D (1) 0 D
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
2019 Phantom Units (2) 12/16/2019 D 2,856 (3) (3) Common Units 2,856 (3) 0 D
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") issued and outstanding prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") (other than any Old HESM Common Units held by the Existing Sponsors or the HIP Entities (as defined in the Merger Agreement) as of immediately prior to the Effective Time), was automatically converted into the right to receive one validly issued, fully paid and non-assessable Class A Share of Hess Midstream LP ("New HESM").
2. Each phantom unit is the economic equivalent of one common unit.
3. Pursuant to the Merger Agreement, each issued and outstanding Phantom Unit of Old HESM owned by the Reporting Person immediately prior to the Effective Time, whether vested or unvested, was automatically converted into an equal number of Phantom Shares of New HESM. The number of New HESM Class A Shares subject to each New HESM Phantom Share is equal to the number of Old HESM Common Units subject to such Phantom Unit immediately prior to the Effective Time. Each New HESM Phantom Share will continue to be subject to the same terms and conditions as applied to the corresponding Phantom Unit immediately prior to the Effective Time.
Remarks:
Barry Schachter for Stephen J.J. Letwin 12/17/2019
** 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).
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