Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
|
Hess Midstream LP (Name of Issuer) |
Class A Shares (Title of Class of Securities) |
428103105 (CUSIP Number) |
Mary A. Francis c/o Chevron Corporation, 5001 Executive Parkway, Suite 200 San Ramon, CA, 94583 (925) 842-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
Hess Investments North Dakota LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,428,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Delaware Limited Liability Company
SCHEDULE 13D
|
| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
Hess Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,428,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
Chevron Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,428,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Shares | |
| (b) | Name of Issuer:
Hess Midstream LP | |
| (c) | Address of Issuer's Principal Executive Offices:
1501 MCKINNEY STREET, HOUSTON,
TEXAS
, 77010. | |
Item 1 Comment:
Introductory Note On July 18, 2025, Chevron Corporation, a Delaware corporation ("Chevron"), completed its previously announced acquisition of Hess Corporation ("Hess"), the indirect general partner and majority unitholder of the Issuer, through the merger of Yankee Merger Sub Inc., a direct, wholly owned subsidiary of Chevron ("Merger Subsidiary"), with and into Hess (the "Merger"), with Hess surviving and continuing as a direct, wholly owned subsidiary of Chevron. At the effective time of the Merger, in accordance with the Agreement and Plan of Merger, dated October 22, 2023 (the "Merger Agreement"), by and among Hess, Chevron and Merger Subsidiary, each outstanding share of common stock of Hess (except as otherwise specified in the Merger Agreement) was converted into the right to receive 1.025 of a share of common stock of Chevron, plus cash in lieu of any fractional Chevron shares that otherwise would have been issued. As a result of the Merger, Chevron (i) indirectly, wholly owns and controls Hess Midstream GP LP, the Issuer's general partner, and (ii) indirectly holds approximately 37.8% of the Issuer's Class A Shares. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 99.2 hereto, and is incorporated by reference herein. This Amendment No. 23 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on December 17, 2019 (as amended, the "Statement"), relating to the Class A Shares representing limited partner interests (the "Class A Shares") of Hess Midstream LP, a Delaware limited partnership (the "Issuer"), to account for the Merger. Capitalized terms used herein without definition shall have the meaning set forth in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | The reporting persons are (i) Chevron, (ii) Hess and (iii) Hess Investments North Dakota LLC ("HINDL" and, together with Chevron and Hess, collectively, the "Reporting Persons"). | |
| (b) | Each of the Reporting Persons is organized under the laws of the State of Delaware. (i) The principal business address of Chevron is 1400 Smith Street, Houston, TX 77002. (ii) The principal business address of Hess is 1185 Avenue of the Americas, New York, NY 10036. (iii) The principal business address of HINDL is 1501 McKinney Street, Houston, TX 77010. | |
| (c) | See above. Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations. Upstream operations consist primarily of exploring for, developing and producing crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil and refined products; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives. Hess and HINDL are engaged in the energy business. | |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding any of the Reporting Persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | See Item 2(d). | |
| (f) | Not applicable. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the general partners, executive officers, board of directors and each person controlling the Reporting Persons, as applicable (collectively, the "Listed Persons"), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons' knowledge, none of the persons listed on Schedule I as a director or executive officer of Chevron, Hess or HINDL have been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information provided or incorporated by reference in the Introductory Note above is hereby incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
The information provided or incorporated by reference in the Introductory Note above is hereby incorporated by reference into this Item 4. Following the closing of the Merger on July 18, 2025, the Reporting Persons, as owners of HINDL and 37.8% of the Class A Shares, intend to review their investment in the Issuer on a continuing basis. Consistent with such purposes, the Reporting Persons may engage in communications and discussions with, without limitation, one or more representatives of the Issuer and/or third parties from time to time regarding the Reporting Persons' investment in the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, business and financing alternatives and such other matters as the Reporting Persons may deemed relevant to their investment in the Issuer. In connection with this review, the Reporting Persons may, any time and from time to time without prior notice, either directly or through one or more affiliates, determine to take any available course of action or to take no course of action and may take steps to implement such course of action, which may involve the sale by the Reporting Persons of all or a portion of their interests in the Issuer or a transaction or transactions that may result in one or more of the events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Any action or actions the Reporting Persons may undertake with respect to their investment in the Issuer will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price level of the Class A Shares; ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives, including its impact on the Reporting Persons' operations and the ability of the Reporting Persons to drive increased value at the Issuer; the relative attractiveness of alternative business and investment opportunities; general market and economic conditions; tax considerations; liquidity of the Class A Shares; and other factors and future developments. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11)
and (13) of the cover pages to this Statement for the aggregate number of Class A Shares and percentages of Class A Shares beneficially owned by each of the Reporting Persons, which information is incorporated herein by reference. | |
| (b) | See rows (7) through (10) of the cover pages to this Statement for the number of Class A Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which information is incorporated herein by reference. | |
| (c) | None of the Reporting Persons, or to the Reporting Persons' knowledge, none of the Listed Persons, has effected any transactions in the Class A Shares during the past 60 days, other than the indirect acquisition of the Class A Shares as described in the Introductory Note. | |
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Class A Shares reported by such persons on the cover pages of the Statement and in this Item 5. See Schedule I for the information applicable to the Listed Persons. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Class A Shares beneficially owned by the Reporting Persons or, to the Reporting Persons' knowledge, the Listed Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby amended and supplemented as follows: Introductory Note above summarizes certain provisions of the Merger Agreement and is incorporated herein by reference. A copy of the Merger Agreement is attached as an Exhibit 99.2 hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement, dated as of July 18, 2025. Exhibit 99.2. Agreement and Plan of Merger, dated as of October 22, 2023, by and among Chevron Corporation, Yankee Merger Sub Inc., and Hess Corporation (filed as Exhibit 2.1 to Chevron Corporation's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 23, 2023 and incorporated herein in its entirety by reference). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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