Sec Form 3 Filing - CHEVRON CORP @ Hess Midstream LP - 2025-07-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CHEVRON CORP
2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP [ HESM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1400 SMITH STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/18/2025
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Shares 449,000 I See Footnote ( 1 ) ( 2 )
Class B Shares 78,979,190 I See Footnote ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Opco Class B Units ( 3 ) ( 3 ) ( 3 ) Class A Shares 78,979,190 I See Footnote ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHEVRON CORP
1400 SMITH STREET
HOUSTON, TX77002
X X
Signatures
/s/ Christine L. Cavallo, on behalf of Chevron Corporation 07/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 18, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated October 22, 2023, by and among Hess Corporation ("Hess"), Chevron Corporation ("Chevron") and Yankee Merger Sub Inc., a direct, wholly owned subsidiary of Chevron ("Merger Subsidiary"), Chevron completed its previously announced acquisition of Hess, the indirect general partner of the Issuer, through the merger of Merger Subsidiary with and into Hess (the "Merger"), with Hess surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Hess became a direct, wholly owned subsidiary of Chevron.
( 2 )Represents securities held by Hess Investments North Dakota LLC ("HINDL"). HINDL is an indirect, wholly owned subsidiary of Hess. Hess is a direct, wholly owned subsidiary of Chevron. As a result, Chevron may be deemed to beneficially own the securities held of record by HINDL. Chevron disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 3 )The Opco Class B Units may be converted at any time into Class A Shares on a one-to-one basis and have no expiration date.

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