X0306 4 2019-12-16 0 0001789832 Hess Midstream LP HESM 0001702288 Stein Jonathan C. 1501 MCKINNEY STREET HOUSTON TX 77010 0 1 0 0 Chief Financial Officer Class A Shares 2019-12-16 4 A 0 13077 A 13077 D 2017 Phantom Shares 2019-12-16 4 A 0 1450 A Class A Shares 1450 1450 D 2018 Phantom Shares 2019-12-16 4 A 0 8126 A Class A Shares 8126 8126 D 2019 Phantom Shares 2019-12-16 4 A 0 10984 A Class A Shares 10984 10984 D Pursuant to the Agreement and Plan of Merger dated October 3, 2019 (the "Merger Agreement"), each Common Unit of Hess Midstream Partners LP ("Old HESM") issued and outstanding prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") (other than any Old HESM Common Units held by the Existing Sponsors or the HIP Entities (as defined in the Merger Agreement) as of immediately prior to the Effective Time), was automatically converted into the right to receive one validly issued, fully paid and non-assessable Class A Share of Hess Midstream LP ("New HESM"). The Phantom Shares are the economic equivalent of an equal number of Class A shares. The Phantom Shares vest on April 4, 2020 and have no expiration date. Pursuant to the Merger Agreement, each issued and outstanding Phantom Unit of Old HESM owned by the Reporting Person immediately prior to the Effective Time, whether vested or unvested, was automatically converted into an equal number of Phantom Units of New HESM. The number of New HESM Class A Shares subject to each New HESM Phantom Share is equal to the number of Old HESM Common Units subject to such Phantom Unit immediately prior to the Effective Time. Each New HESM Phantom Share will continue to be subject to the same terms and conditions as applied to the corresponding Phantom Unit immediately prior to the Effective Time. The Phantom Shares are the economic equivalent of an equal number of Class A shares. The Phantom Shares vest ratably on March 8, 2020 and March 8, 2021 and have no expiration date. The Phantom Shares are the economic equivalent of an equal number of Class A shares. The Phantom Shares will vest in three equal annual installments beginning on March 8, 2020 and have no expiration date. Barry Schachter for Jonathan C. Stein 2019-12-17