Statement of Changes in Beneficial Ownership (4)
March 10 2020 - 4:58PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Hill Gregory P. |
2. Issuer Name and Ticker or Trading Symbol
HESS CORP
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HES
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO and President, E&P |
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(Last)
(First)
(Middle)
HESS CORPORATION, 1185 AVENUE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/6/2020 |
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $1.00 par value | 3/6/2020 | | A | | 20817 | A | $0.00 | 143323 | D | |
| Common Stock, $1.00 par value | 3/9/2020 | | S(1) | | 7172 | D | $32.39 | 128313 (2)(3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| 2020 Performance Share Unit (4) | $0.00 | 3/6/2020 | | A | | 53406 | | (5) | (5) | Common Stock, $1.00 par value | 106812 | $0.00 | 53406 | D | |
| Option to purchase Common Stock | $49.72 | 3/6/2020 | | A | | 24126 | | 3/6/2021 | 3/6/2030 | Common Stock, $1.00 par value | 24126 | $0.00 | 24126 | D | |
| Option to purchase Common Stock | $49.72 | 3/6/2020 | | A | | 24126 | | 3/6/2023 | 3/6/2030 | Common Stock, $1.00 par value | 24126 | $0.00 | 24126 | D | |
| Option to purchase Common Stock | $49.72 | 3/6/2020 | | A | | 24126 | | 3/6/2023 | 3/6/2030 | Common Stock, $1.00 par value | 24126 | $0.00 | 24126 | D | |
| Explanation of Responses: |
| (1) | Shares sold solely to satisfy tax withholding on vesting of shares of restricted stock. |
| (2) | This amount includes 38,419 shares held in escrow pursuant to the Corporation's Long-Term Incentive Plans. The reporting person has only voting power of these shares until lapsing of the period set by the Committee administering the Plan at which time the shares plus accrued dividends will be delivered to the reporting person if he is still an employee of the Corporation. |
| (3) | Reflects the transfer of 7,838 shares to the reporting person's ex-spouse pursuant to a qualified domestic relations order. |
| (4) | 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, 2022, as more particularly described in the applicable award agreement. |
| (5) | Not applicable. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hill Gregory P.
HESS CORPORATION
1185 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 |
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| COO and President, E&P |
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Signatures
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| Barry Schachter for Gregory P. Hill | | 3/10/2020 |
| **Signature of Reporting Person | Date |
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