0000950170-23-067891.txt : 20231204 0000950170-23-067891.hdr.sgml : 20231204 20231204212534 ACCESSION NUMBER: 0000950170-23-067891 CONFORMED SUBMISSION TYPE: 4/A 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: Holding Carol Orme CENTRAL INDEX KEY: 0001915451 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41325 FILM NUMBER: 231465047 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41325 FILM NUMBER: 231465046 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/A 1 ownership.xml 4/A X0508 4/A 2023-12-01 2023-12-04 0001915657 HF Sinclair Corp DINO 0001915451 Holding Carol Orme C/O REH COMPANY 550 EAST SOUTH TEMPLE SALT LAKE CITY UT 84102 true false true false 0001915467 REH Co 550 EAST SOUTH TEMPLE SALT LAKE CITY UT 84102 true false true false false Common Stock 2023-12-01 4 A false 6615000 A 28816914 I By REH Company This Form 4/A is being filed to correct a filing error. On December 4, 2023, a Form 4 was erroneously filed disclosing a disposition of 21,000,000 common units by REH Company (f/k/a The Sinclair Companies) ("REH") and Mrs. Holding. Such disposition was correctly reportable with respect to Holly Energy Partners, L.P. ("HEP") but not with respect to the Issuer, and such Form 4 should be disregarded. Pursuant to that certain Agreement and Plan of Merger, dated August 15, 2023, by and among the Issuer, HEP and the other parties thereto, HEP became an indirect, wholly owned subsidiary of the Issuer on December 1, 2023 upon the closing of the transactions contemplated therein (the "Closing"). Upon the Closing, each outstanding common unit representing a limited partner interest in HEP (each, a "Partnership Common Unit") was converted into the right to receive (a) 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 (b) $4.00 in cash, without interest. As a result, REH and Mrs. Holding received 6,615,000 shares of the Issuer's common stock in exchange for their Partnership Common Units effective upon the Closing. The closing price of the Issuer's common stock was $52.48 on the date before the Closing. 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 the Issuer, 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 28,816,914 shares under applicable securities law and Securities and Exchange Commission guidance. (Continued from footnote 3) 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 each constitute a "director by deputization" of the Issuer. REH COMPANY, By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chief Operating Officer 2023-12-04 /s/ Carol Orme Holding, Name: Carol Orme Holding 2023-12-04