Form 4: Hess Midstream Affiliates Report Internal Share Transfers and Cancellations

Hess Infrastructure Partners GP LLC and related entities filed a Form 4 detailing the cancellation of Class B shares and transfer of Class A and Class B shares for no consideration, primarily related to internal restructuring.

Summary

• Hess Infrastructure Partners GP LLC, Hess Midstream GP LLC, and Hess Midstream GP LP reported changes in beneficial ownership of Hess Midstream LP (HESM) securities.
• On May 30, 2025, 29,147,034 Class B Shares were reported with a transaction code 'J' (other acquisition or disposition) at a price of $0.
• This Class B share activity includes the cancellation of 14,573,517 Class B Shares for no consideration, linked to the conversion of Opco Class B Units into Class A Shares.
• Additionally, 14,573,517 Class B Shares were transferred from Hess Midstream GP LP to Hess Investments North Dakota LLC for no consideration.
• On May 30, 2025, 898,000 Class A Shares were reported with a transaction code 'J' at a price of $0.
• This Class A share activity involved the transfer of 449,000 Class A Shares from Hess Midstream GP LP to Hess Investments North Dakota LLC for no consideration.
• Another 449,000 Class A Shares were transferred from Hess Midstream GP LP to GIP II Blue Holding, L.P for no consideration.
• The reporting persons, including Hess Infrastructure Partners GP LLC, may be deemed to beneficially own the securities held by Hess Midstream GP LP due to their structural relationship.

Sentiment

Score: 5

Explanation: The filing reports internal share transfers and cancellations for no consideration, which are typically neutral events related to corporate structure management rather than signaling positive or negative operational performance or market sentiment.

Industry Context

This Form 4 filing details internal share transfers and cancellations within the Hess Midstream LP corporate structure, common in the midstream energy sector for managing partnership interests and equity structures. Such transactions are typically part of pre-defined agreements or corporate reorganizations rather than market-driven activities.

Related Party Transactions

• The transfers of Class B and Class A shares occurred between Hess Midstream GP LP, Hess Investments North Dakota LLC, and GIP II Blue Holding, L.P., which are related entities within the Hess Midstream corporate structure, and were conducted for no consideration.

Stakeholder Impact

• The reported transactions are internal transfers and cancellations for no consideration, primarily affecting the ownership structure among related entities. Direct impact on public shareholders is likely minimal as these are not open market transactions and appear to be part of ongoing corporate structure management.

Key Dates

Keywords

Hess Midstream LP, HESM, SEC Form 4, Beneficial Ownership, Share Transfer, Class A Shares, Class B Shares, Insider Transaction, Corporate Restructuring, Midstream Energy