SEC Filing - Hess Midstream Partners LP

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hess Infrastructure Partners GP LLC

(Last)

(First)

(Middle)

1501 MCKINNEY STREET

(Street)

HOUSTON

77010

(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)

X	Director	X	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)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Shares	12/16/2019		A		898,000	A	⁽¹⁾	898,000	I	See Note⁽²⁾
Class B Shares	12/16/2019		A		266,416,928	A	⁽¹⁾	266,416,928	I	See Note⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Hess Infrastructure Partners GP LLC

(Last)

(First)

(Middle)

1501 MCKINNEY STREET

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hess Midstream GP LLC

(Last)

(First)

(Middle)

1501 MCKINNEY STREET

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hess Midstream GP LP

(Last)

(First)

(Middle)

1501 MCKINNEY STREET

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

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")held by the Reporting Persons prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time) were exchanged for 898,000 Class A Shares and 266,416,928 Class B Shares of Hess Midstream LP ("New HESM").

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. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by Hess Midstream GP LP.

Remarks:

	Hess Infrastructure Partners GP LLC By: Barry Schachter	12/17/2019
	Hess Midstream GP LLC By: Barry Schachter	12/17/2019
	Hess Midstream GP LP, by Hess Midstream GP LLC, its general partner By: Barry Schachter	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).
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 Number.