0001209191-23-057310.txt : 20231204 0001209191-23-057310.hdr.sgml : 20231204 20231204183516 ACCESSION NUMBER: 0001209191-23-057310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231204 DATE AS OF CHANGE: 20231204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEE JAMES H CENTRAL INDEX KEY: 0001189730 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41325 FILM NUMBER: 231464709 MAIL ADDRESS: STREET 1: 10000 MEMORIAL DRIVE STE 600 CITY: HOUSTON STATE: TX ZIP: 77024-3411 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HF Sinclair Corp CENTRAL INDEX KEY: 0001915657 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 872092143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-954-6696 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: Hippo Parent Corp DATE OF NAME CHANGE: 20220307 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-12-01 0 0001915657 HF Sinclair Corp DINO 0001189730 LEE JAMES H 2828 N. HARWOOD, STE 1300 DALLAS TX 75201 1 0 0 0 0 Common Stock 2023-12-01 4 A 0 8456 A 68562 D Common Stock 2023-12-01 4 A 0 89 A 89 I By Spouse Pursuant to the Agreement and Plan of Merger, dated as of August 15, 2023, by and among the Issuer, Holly Energy Partners, L.P. ("HEP"), Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Navajo Pipeline Co., L.P., and Holly Apple Holdings LLC ("Merger Sub"), on December 1, 2023, Merger Sub merged with and into HEP, with HEP surviving as an indirect, wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each outstanding common unit representing a limited partner interest in HEP held by the Reporting Person converted into the right to receive (i) 0.315 shares of common stock, par value $0.01 per share, of the Issuer, with cash paid in lieu of the issuance of fractional shares, if any, and (ii) $4.00 in cash, without interest. Immediately prior to the Effective Time, each Director LTIP Award (as defined in the Merger Agreement) of the Reporting Person granted prior to the date of the Merger Agreement became fully vested and each Director LTIP Award granted on or after the date of the Merger Agreement vested on a pro-rata basis based on whole or partial months of service from the grant date through the Closing Date, with the remaining portion forfeited for no consideration. At the Effective Time, such vested Director LTIP Awards automatically converted into the right to receive, with respect to each Common Unit subject thereto, (i) the Merger Consideration, plus (ii) any accrued but unpaid amounts in relation to distribution equivalent rights. Stacey L. Foland Attorney-in-Fact 2023-12-04