0000899243-19-029483.txt : 20191217 0000899243-19-029483.hdr.sgml : 20191217 20191217193217 ACCESSION NUMBER: 0000899243-19-029483 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191216 FILED AS OF DATE: 20191217 DATE AS OF CHANGE: 20191217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure Investors II, LLC CENTRAL INDEX KEY: 0001552830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39163 FILM NUMBER: 191291059 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure GP II, L.P. CENTRAL INDEX KEY: 0001552829 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39163 FILM NUMBER: 191291060 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP Blue Holding GP, LLC CENTRAL INDEX KEY: 0001702754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39163 FILM NUMBER: 191291061 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP II Blue Holding Partnership, L.P. CENTRAL INDEX KEY: 0001701926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39163 FILM NUMBER: 191291062 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hess Midstream LP CENTRAL INDEX KEY: 0001789832 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1501 MCKINNEY STREET CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 2125368039 MAIL ADDRESS: STREET 1: 1501 MCKINNEY STREET CITY: HOUSTON STATE: TX ZIP: 77010 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-16 0 0001789832 Hess Midstream LP HESM 0001552830 Global Infrastructure Investors II, LLC 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001552829 Global Infrastructure GP II, L.P. 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001702754 GIP Blue Holding GP, LLC 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001701926 GIP II Blue Holding Partnership, L.P. 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 1 0 1 0 Class A Shares 2019-12-16 4 A 0 898000 A 898000 I See footnotes Class B Shares 2019-12-16 4 A 0 266416928 A 266416928 I See footnotes Opco Class B Units 2019-12-16 4 A 0 133208464 A Class B Shares 133208464 133208464 I See footnotes Pursuant to the Agreement and Plan of Merger dated October 3, 2019 (the "Merger Agreement"), each Common Unit and Subordinated Unit of Hess Midstream Partners LP ("Old HESM") held by the Reporting Persons prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time) were exchanged for 898,000 Class A Shares, 266,416,928 Class B Shares and 133,208,464 Opco Class B Units of Hess Midstream LP ("New HESM"). Represents securities held by Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is the general partner of Hess Midstream GP LLC which is the general partner of Hess Midsteam LP. Hess Infrastructure Partners GP LLC is a 50/50 joint venture between Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P. As such, each of the foregoing entities may be deemed to beneficially owned the securities held of record by Hess Midstream GP LP. Each such entity disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Global Infrastructure Investors II, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP II, L.P. ("Global GP"), which is the sole member of GIP Blue Holding GP, LLC, ("Blue Holding GP"), which is the general partner of GIP II Blue Holding Partnership, L.P. ("Blue Holding"). As such, each of Global Investors, Global GP and Blue Holding GP may be deemed to beneficially own the securities held of record by Blue Holding. Each such entity disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. The Opco Class B Units may be converted at any time in to Class A Shares on a one to one basis and have no expiration date. Represents securities held by Blue Holding. Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary 2019-12-17 Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary 2019-12-17 GIP Blue Holding GP, LLC, By: /s/ Mark Levitt, Secretary 2019-12-17 GIP II Blue Holding Partnership, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ Mark Levitt, Secretary 2019-12-17