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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HESS CORP [ HES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/06/2023 | J(1) | 300,000 | D | $0.00 | 489,103 | I | See Note(2) | ||
Common Stock, $1.00 par value | 03/06/2023 | J(1) | 300,000 | A | $0.00 | 300,000(3) | I | See Note(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
2023 Performance Share Unit(5) | $0.00 | 03/06/2023 | A | 38,591 | (6) | (6) | Common Stock, $1.00 par value | 81,041 | $0.00 | 38,591 | D | ||||
Option to purchase Common Stock | $141.55 | 03/06/2023 | A | 24,166 | 03/06/2024 | 03/06/2033 | Common Stock, $1.00 par value | 24,166 | $0.00 | 24,166 | D | ||||
Option to purchase Common Stock | $141.55 | 03/06/2023 | A | 24,166 | 03/06/2025 | 03/06/2033 | Common Stock, $1.00 par value | 24,166 | $0.00 | 24,166 | D | ||||
Option to purchase Common Stock | $141.55 | 03/07/2023 | A | 24,166 | 03/06/2026 | 03/06/2033 | Common Stock, $1.00 par value | 24,166 | $0.00 | 24,166 | D |
Explanation of Responses: |
1. The reporting person transferred these shares to a limited liability company of which the reporting person is the investment manager and the reporting person and his son are the sole members. |
2. Held by a previously reported limited liability company, for which the reporting person serves as investment manager. |
3. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
4. Held by a limited liability company referred to in Footnote 1. |
5. Each Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 210% of such Performance Share Unit depending on the performance of the total shareholder return of Hess common stock compared with that of the XOP Total Return Index and the S&P 500 Total Return Index over a three year performance period ending December 31, 2025, as more particularly described in the applicable award agreement. |
6. 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). | ||
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. |