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| CUSIP No. 428103105 |
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13D |
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Page 5 of 7 pages |
Explanatory Note
This Amendment No. 13 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”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Statement is hereby amended and supplemented as follows:
February 2024 Secondary Offering
On
February 8, 2024, pursuant to the previously disclosed February 2024 Underwriting Agreement, the February 2024 Secondary Offering closed, pursuant to which the Underwriter (i) purchased from Blue Holding 10,000,000 Class A Shares at a
price of $32.83 per share and (ii) elected to exercise the option in full and purchased an additional 1,500,000 Class A Shares at $32.83 per share. In connection with the sale, Blue Holding redeemed 11,500,000 OpCo Class B Units for a
corresponding number of Class A Shares.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth the
aggregate number of Class A Shares and percentage of Class A Shares outstanding beneficially owned by each of the Reporting Persons, as well as the number of Class A Shares as to which each Reporting Person has the sole power to vote
or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 79,867,647 Class A Shares
outstanding following the consummation of the February 2024 Secondary Offering:
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class |
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Sole
power to
vote or
to direct
the vote |
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Shared
power to
vote or to
direct the
vote |
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Sole power
to dispose
or to direct
the
disposition |
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Shared
power to
dispose or to
direct the
disposition |
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| GIP II Blue Holding, L.P. |
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62,208,111 |
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44.1 |
% |
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0 |
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62,208,111 |
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0 |
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62,208,111 |
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| GIP Blue Holding GP, LLC |
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62,208,111 |
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44.1 |
% |
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0 |
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62,208,111 |
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0 |
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62,208,111 |
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| Global Infrastructure GP II, L.P. |
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62,208,111 |
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44.1 |
% |
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0 |
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62,208,111 |
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0 |
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62,208,111 |
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| Global Infrastructure Investors II, LLC |
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62,208,111 |
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44.1 |
% |
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0 |
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62,208,111 |
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0 |
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62,208,111 |
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New HESM GP LP is the record holder of 898,000 Class A Shares. HIP GP LLC is the sole member of New HESM
GP LLC, which is the general partner of New HESM GP LP. HIP GP LLC is a 50/50 joint venture between Hess Investments and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by New
HESM GP LP.
In addition, Blue Holding is the record holder of 61,310,111 Opco Class B Units, which may be redeemed for Class A
Shares on a one-for-one basis at the option of the holder.