SEC Filing | Hess Corporation

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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^*

Lynch Richard D.

(Last)

(First)

(Middle)

C/O HESS CORPORATION

1185 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2018

3. Issuer Name and Ticker or Trading Symbol
HESS CORP [ HES ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. 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 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 Stock, $1.00 par value	33,363	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option to purchase Common Stock	03/03/2016	03/03/2025	Common Stock, $1.00 par value	3,968	74.49	D
Option to purchase Common Stock	03/03/2017	03/03/2025	Common Stock, $1.00 par value	3,968	74.49	D
Option to purchase Common Stock	03/03/2018	03/03/2025	Common Stock, $1.00 par value	3,969	74.49	D
2016 Performance Share Unit⁽²⁾	03/01/2016	⁽³⁾	Common Stock, $1.00 par value	12,611	0.00	D
Option to purchase Common Stock	03/01/2017	03/01/2026	Common Stock, $1.00 par value	6,252	44.31	D
Option to purchase Common Stock	03/01/2018	03/01/2026	Common Stock, $1.00 par value	6,252	44.31	D
Option to purchase Common Stock	03/01/2019	03/01/2026	Common Stock, $1.00 par value	6,252	44.31	D
2017 Performance Share Unit⁽⁴⁾	03/06/2017	⁽³⁾	Common Stock, $1.00 par value	14,188	0.00	D
Option to purchase Common Stock	03/06/2018	03/06/2027	Common Stock, $1.00 par value	5,743	51.03	D
Option to purchase Common Stock	03/06/2019	03/06/2027	Common Stock, $1.00 par value	5,743	51.03	D
Option to purchase Common Stock	03/06/2020	03/06/2027	Common Stock, $1.00 par value	5,743	51.03	D
2018 Performance Share Unit⁽⁵⁾	03/06/2018	⁽³⁾	Common Stock, $1.00 par value	12,573	0.00	D
Option to purchase Common Stock	03/06/2019	03/06/2028	Common Stock, $1.00 par value	6,087	48.48	D
Option to purchase Common Stock	03/06/2020	03/06/2028	Common Stock, $1.00 par value	6,087	48.48	D
Option to purchase Common Stock	03/06/2021	03/06/2028	Common Stock, $1.00 par value	6,088	48.48	D

Explanation of Responses:

1. This amount includes 13,219 shares held in escrow pursuant to the Corporation's Long Term Incentive Plans. The reporting person has only voting power of these shares until lapsing of the period set by the Committee administering the Plans at which time the shares plus accrued dividends will be delivered to the reporting person if he is still an employee of the Corporation.

2. Each 2016 Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 200% of such Performance Share Unit depending on the relative performance of the total shareholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2018, as more particularly described in the applicable award agreement.

3. Not applicable

4. Each 2017 Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 200% of such Performance Share Unit depending on the relative performance of the total shareholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2019, as more particularly described in the applicable award agreement.

5. Each 2018 Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 200% of such Performance Share Unit depending on the relative performance of the total shareholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2020, as more particularly described in the applicable award agreement.

Remarks:

	Barry Schachter for Richard D. Lynch	04/06/2018
	** 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).
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.

				Richard D. Lynch


HESS CORPORATION

AUTHORIZATION FORM




Securities and Exchange Commission


Gentlemen:

Authorization is hereby given for each of Timothy B. Goodell and Barry Schachter
to sign for and on behalf of the undersigned applications for EDGAR filing
codes, statements on Form 3 Initial Statement of Beneficial Ownership of
Securities, Form 4 Statement of Changes in Beneficial Ownership of Securities
and Form 5 Annual Statement of Beneficial Ownership of Securities to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934.

This authorization shall continue in effect until revoked in writing.




29 March 2018				/s/Richard D. Lynch
Date					Signature
					Richard D. Lynch