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 JOHN B (Last) (First) (Middle) HESS CORPORATION 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HESS CORP [ HES ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2022
	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 Stock, $1.00 par value	03/04/2022		S(1)		137,380	D	$100.14	77,501	D
Common Stock, $1.00 par value	03/04/2022		S(2)		12,620	D	$101.08	64,881(3)	D
Common Stock, $1.00 par value	03/04/2022		S(4)		197,184	D	$99.91	8,081,853	I	See Note(5)
Common Stock, $1.00 par value	03/04/2022		S(6)		52,816	D	$100.63	8,029,037	I	See Note(5)
Common Stock, $1.00 par value	03/07/2022		S(7)		110,434	D	$100.53	7,918,603	I	See Note(5)
Common Stock, $1.00 par value	03/07/2022		S(8)		62,531	D	$100.24	7,856,072	I	See Note(5)
Common Stock, $1.00 par value	03/08/2022		S(9)		67,037	D	$100.3	7,789,035	I	See Note(5)
Common Stock, $1.00 par value	03/08/2022		S(10)		9,998	D	$101.37	7,779,037	I	See Note(5)
Common Stock, $1.00 par value								278,212	I	See Note(11)

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
2022 Performance Share Unit(12)	$0.00	03/06/2022		A		52,361		(13)	(13)	Common Stock, $1.00 par value	104,722	$0.00	52,361	D
Option to purchase Common Stock	$101.17	03/06/2022		A		33,746		03/06/2023	03/06/2032	Common Stock, $1.00 par value	33,746	$0.00	33,746	D
Option to purchase Common Stock	$101.17	03/06/2022		A		33,747		03/06/2024	03/06/2032	Common Stock, $1.00 par value	33,747	$0.00	33,747	D
Option to purchase Common Stock	$101.17	03/06/2022		A		33,747		03/06/2025	03/06/2032	Common Stock, $1.00 par value	33,747	$0.00	33,747	D

Explanation of Responses:

1. The reported sales transactions were executed at prices ranging from $100.00 to $100.90. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions reported on this form were effected.

2. The reported sales transactions were executed at prices ranging from $101.04 to $101.15. The price reported above reflects the weighted average sales price.

3. This amount includes 185,455 shares that were distributed from a previously reported grantor retained annuity trust established for the benefit of the reporting person and his children.

4. The reported sales transactions were executed at prices ranging from $99.29 to $100.21. The price reported above reflects the weighted average sales price.

5. Held by a previously reported charitable lead annuity trust established under the will of Leon Hess. The reporting person is one of five trustees of the trust.

6. The reported sales transactions were executed at prices ranging from $100.22 to $101.16. The price reported above reflects the weighted average sales price.

7. The reported sales transactions were executed at prices ranging from $100.00 to $100.98. The price reported above reflects the weighted average sales price.

8. The reported sales transactions were executed at prices ranging from $101.01 to $101.71. The price reported above reflects the weighted average sales price.

9. The reported sales transactions were executed at prices ranging from $100.00 to $100.87. The price reported above reflects the weighted average sales price.

10. The reported sales transactions were executed at prices ranging from $101.01 to $101.53. The price reported above reflects the weighted average sales price.

11. Reflects 278,212 shares held in a grantor annuity trust for the benefit of the reporting person and his children.

12. Each 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, 2024, as more particularly described in the applicable award agreement.

13. Not applicable.

Remarks:

	Barry Schachter for John B. Hess	03/08/2022
	** 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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