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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Hess Midstream LP (Name of Issuer) |
Class A Shares (Title of Class of Securities) |
428103105 (CUSIP Number) |
Julie Ashworth BlackRock, Inc., 50 Hudson Yard New York, NY, 10001 (212) 810-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/09/2025 (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
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| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
BlackRock Portfolio Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,618,875.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| 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:
This Amendment No. 5 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on January 30, 2025 (as amended, the "Schedule 13D"), relating to the Class A Shares representing limited partner interests (the "Class A Shares") of Hess Midstream LP, a Delaware limited partnership (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On May 8, 2025, a Reporting Advisory Subsidiary, in its capacity as an investment advisor to certain client accounts, bought 120 Class A Shares at a price of $37.07 per share. As a result, BPM has been designated authority to file this Amendment No. 5 with respect to a total of 147,358 Class A Shares beneficially owned by the Reporting Advisory Subsidiaries, which were acquired for an aggregate purchase price of $5,914,977. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Reporting Advisory Subsidiaries. Transactions made for investment purposes in the ordinary course of business of the Reporting Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and are independent from the strategic relationship with and investment in the Issuer made by the GIP Entities for their own accounts. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: May 2025 Repurchase Transaction On May 9, 2025, pursuant to the previously disclosed May 2025 Repurchase Agreement, the May 2025 Repurchase Transaction closed, pursuant to which HESM Opco purchased from Hess Investments and Blue Holding 2,038,956 and 3,112,886 Opco Class B Units, respectively, for an aggregate purchase price of approximately $190 million, or $36.88 per unit. Pursuant to the terms of the May 2025 Repurchase Agreement, HESM Opco cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares held by Hess Investments and Blue Holding, respectively, in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement. Class B Share Distribution Agreement In connection with the May 2025 Repurchase Transaction, on May 9, 2025, New HESM GP LP, New HESM GP LLC, HIP GP LLC, Hess Investments and Blue Holding, L.P. entered into a distribution agreement (the "May 2025 Distribution Agreement") pursuant to which New HESM GP LP distributed 6,225,772 Class B Shares to HIP GP LLC. HIP GP LLC then immediately distributed 3,112,886 Class B Shares to each of Hess Investments and Blue Holding. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover page to this Schedule 13D is incorporated by reference into this Item 5. The beneficial ownership set forth herein is based on 116,588,803 Class A Shares outstanding as of May 9, 2025 plus 14,573,517 Class B units beneficially owned by the GIP Entities and convertible at any time into Class A Shares on a one-to-one basis. | |
| (b) | The information contained on the cover page to this Schedule 13D is incorporated by reference into this Item 5. | |
| (c) | Except as described in this Amendment No. 5, there have been no transactions in the Class A Shares or Opco Class B Units since Amendment No. 4. | |
| (d) | Except for investment advisory clients of the Reporting Business Units, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Shares, no other person is known by BPM to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Shares that may be beneficially owned by the Reporting Business Units. | |
| (e) | Not applicable. | |
| 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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