0000899243-23-018368.txt : 20230824 0000899243-23-018368.hdr.sgml : 20230824 20230824090324 ACCESSION NUMBER: 0000899243-23-018368 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230822 FILED AS OF DATE: 20230824 DATE AS OF CHANGE: 20230824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holding Carol Orme CENTRAL INDEX KEY: 0001915451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41325 FILM NUMBER: 231199099 MAIL ADDRESS: STREET 1: 550 EAST SOUTH TEMPLE CITY: SALT LAKE CITY STATE: UT ZIP: 84102 FORMER NAME: FORMER CONFORMED NAME: Holding Carol DATE OF NAME CHANGE: 20220307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REH Co CENTRAL INDEX KEY: 0001915467 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41325 FILM NUMBER: 231199098 BUSINESS ADDRESS: STREET 1: 550 EAST SOUTH TEMPLE CITY: SALT LAKE CITY STATE: UT ZIP: 84102 BUSINESS PHONE: 801-524-2756 MAIL ADDRESS: STREET 1: 550 EAST SOUTH TEMPLE CITY: SALT LAKE CITY STATE: UT ZIP: 84102 FORMER NAME: FORMER CONFORMED NAME: Sinclair Companies DATE OF NAME CHANGE: 20220307 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 2023-08-22 0 0001915657 HF Sinclair Corp DINO 0001915451 Holding Carol Orme C/O REH COMPANY 550 EAST SOUTH TEMPLE SALT LAKE CITY UT 84102 1 0 1 0 0001915467 REH Co 550 EAST SOUTH TEMPLE SALT LAKE CITY UT 84102 1 0 1 0 0 Common Stock 2023-08-22 4 D 0 1813565 55.14 D 24839918 I By REH Company These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated August 22, 2023. These shares are owned directly by REH and not Mrs. Holding. REH is the primary and direct beneficial owner of the shares indicated above, and the board of directors of REH has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing REH's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, REH and the other parties thereto. During the term of the escrow, REH has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 24,839,918 shares under applicable securities law and SEC guidance. (Continued from footnote 2) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in REH, to the maximum extent permitted by law. Ross B. Matthews and Norman J. Szydlowski currently serve as REH's representatives on the Issuer's board of directors, and therefore REH and Mrs. Holding constitute a "director by deputization" of the Issuer. REH COMPANY, By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chief Operating Officer 2023-08-24 /s/ Carol Orme Holding, Name: Carol Orme Holding 2023-08-24