Hess Corporation

11/22/2024 | Press release | Distributed by Public on 11/22/2024 18:39

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HESS JOHN B
2. Issuer Name and Ticker or Trading Symbol
HESS CORP [HES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
HESS CORPORATION, 1185 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2024
(Street)
NEW YORK, NY 10036
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/20/2024 J(1) 1,750,000 D $ 0 7,067,802 I See Note(2)
Common Stock, $1.00 par value 11/20/2024 J(1) 342,894 A $ 0 342,894 I See Note(3)
Common Stock, $1.00 par value 11/20/2024 J(1) 7,109 A $ 0 7,109 I See Note(4)
Common Stock, $1.00 par value 11/20/2024 J(1) 6,318 A $ 0 229,465(5) D
Common Stock, $1.00 par value 11/20/2024 S 40,600 D $146.53(6) 302,294 I See Note(3)
Common Stock, $1.00 par value 11/20/2024 S 84,400 D $147.34(7) 217,894 I See Note(3)
Common Stock, $1.00 par value 11/21/2024 S 60,440 D $147.96(8) 157,454 I See Note(3)
Common Stock, $1.00 par value 11/21/2024 S 64,149 D $148.64(9) 93,305 I See Note(3)
Common Stock, $1.00 par value 11/21/2024 S 411 D $149.34(10) 92,894 I See Note(3)
Common Stock $1.00 par value 11/22/2024 S 84,906 D $147.74(11) 7,988 I See Note(3)
Common Stock, $1.00 par value 11/22/2024 S 7,988 D $148.38(12) 0 I See Note(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HESS JOHN B
HESS CORPORATION
1185 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
X Chief Executive Officer

Signatures

Barry Schachter for John B. Hess 11/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects a pro-rata distribution for no consideration, from the limited partnership referred to in Note 2. As to 356,321 shares, this transaction represents a change only in form of beneficially ownership. The remaining shares were distributed to partners as to which the reporting person has no reporting obligations.
(2) Held by a previously reported limited partnership. The reporting person is on the management committee of the general partner of this limited partnership.
(3) Held by a previously reported limited liability company, for which the reporting person serves as investment manager.
(4) Held by a trust established for the benefit of the reporting person.
(5) This amount includes 84,429 shares held in escrow pursuant to the Corporation's 2008 Long Term Incentive Plans. The reporting person has only voting power of these shares until the 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 the reporting person is still an employee of the Corporation.
(6) The reported sales transactions were executed at prices ranging from $145.92 to $146.92. 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 in this report were affected.
(7) The reported sales transactions were executed at prices ranging from $146.93 to $147.66. The price reported above reflects the weighted average sales price.
(8) The reported sales transactions were executed at prices ranging from $147.32 to $148.31. The price reported above reflects the weighted average sales price.
(9) The reported sales transactions were executed at prices ranging from $148.32 to $149.32. The price reported above reflects the weighted average sales price.
(10) The reported sales transactions were executed at prices ranging from $149.33 to $149.36. The price reported above reflects the weighted average sales price.
(11) The reported sales transactions were executed at prices ranging from $147.25 to $148.25. The price reported above reflects the weighted average sales price.
(12) The reported sales transactions were executed at prices ranging from $148.26 to $148.53. The price reported above reflects the weighted average sales price.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.