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