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