SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HESS JOHN B

(Last) (First) (Middle)
HESS CORPORATION
1185 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HESS CORP [ HES ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $1.00 par value 03/04/2022 S(1) 137,380 D $100.14 77,501 D
Common Stock, $1.00 par value 03/04/2022 S(2) 12,620 D $101.08 64,881(3) D
Common Stock, $1.00 par value 03/04/2022 S(4) 197,184 D $99.91 8,081,853 I See Note(5)
Common Stock, $1.00 par value 03/04/2022 S(6) 52,816 D $100.63 8,029,037 I See Note(5)
Common Stock, $1.00 par value 03/07/2022 S(7) 110,434 D $100.53 7,918,603 I See Note(5)
Common Stock, $1.00 par value 03/07/2022 S(8) 62,531 D $100.24 7,856,072 I See Note(5)
Common Stock, $1.00 par value 03/08/2022 S(9) 67,037 D $100.3 7,789,035 I See Note(5)
Common Stock, $1.00 par value 03/08/2022 S(10) 9,998 D $101.37 7,779,037 I See Note(5)
Common Stock, $1.00 par value 278,212 I See Note(11)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2022 Performance Share Unit(12) $0.00 03/06/2022 A 52,361 (13) (13) Common Stock, $1.00 par value 104,722 $0.00 52,361 D
Option to purchase Common Stock $101.17 03/06/2022 A 33,746 03/06/2023 03/06/2032 Common Stock, $1.00 par value 33,746 $0.00 33,746 D
Option to purchase Common Stock $101.17 03/06/2022 A 33,747 03/06/2024 03/06/2032 Common Stock, $1.00 par value 33,747 $0.00 33,747 D
Option to purchase Common Stock $101.17 03/06/2022 A 33,747 03/06/2025 03/06/2032 Common Stock, $1.00 par value 33,747 $0.00 33,747 D
Explanation of Responses:
1. The reported sales transactions were executed at prices ranging from $100.00 to $100.90. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions reported on this form were effected.
2. The reported sales transactions were executed at prices ranging from $101.04 to $101.15. The price reported above reflects the weighted average sales price.
3. This amount includes 185,455 shares that were distributed from a previously reported grantor retained annuity trust established for the benefit of the reporting person and his children.
4. The reported sales transactions were executed at prices ranging from $99.29 to $100.21. The price reported above reflects the weighted average sales price.
5. Held by a previously reported charitable lead annuity trust established under the will of Leon Hess. The reporting person is one of five trustees of the trust.
6. The reported sales transactions were executed at prices ranging from $100.22 to $101.16. The price reported above reflects the weighted average sales price.
7. The reported sales transactions were executed at prices ranging from $100.00 to $100.98. The price reported above reflects the weighted average sales price.
8. The reported sales transactions were executed at prices ranging from $101.01 to $101.71. The price reported above reflects the weighted average sales price.
9. The reported sales transactions were executed at prices ranging from $100.00 to $100.87. The price reported above reflects the weighted average sales price.
10. The reported sales transactions were executed at prices ranging from $101.01 to $101.53. The price reported above reflects the weighted average sales price.
11. Reflects 278,212 shares held in a grantor annuity trust for the benefit of the reporting person and his children.
12. Each Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 200% of such Performance Share Unit depending on the relative performance of the total shareholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2024, as more particularly described in the applicable award agreement.
13. Not applicable.
Remarks:
Barry Schachter for John B. Hess 03/08/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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