0000950170-23-071874.txt : 20231220
0000950170-23-071874.hdr.sgml : 20231220
20231220160514
ACCESSION NUMBER: 0000950170-23-071874
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231218
FILED AS OF DATE: 20231220
DATE AS OF CHANGE: 20231220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Holding Carol Orme
CENTRAL INDEX KEY: 0001915451
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41325
FILM NUMBER: 231501368
MAIL ADDRESS:
STREET 1: 550 EAST SOUTH TEMPLE
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84102
FORMER NAME:
FORMER CONFORMED NAME: Holding Carol
DATE OF NAME CHANGE: 20220307
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: REH Co
CENTRAL INDEX KEY: 0001915467
ORGANIZATION NAME:
STATE OF INCORPORATION: WY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41325
FILM NUMBER: 231501367
BUSINESS ADDRESS:
STREET 1: 550 EAST SOUTH TEMPLE
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84102
BUSINESS PHONE: 801-524-2756
MAIL ADDRESS:
STREET 1: 550 EAST SOUTH TEMPLE
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84102
FORMER NAME:
FORMER CONFORMED NAME: Sinclair Companies
DATE OF NAME CHANGE: 20220307
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HF Sinclair Corp
CENTRAL INDEX KEY: 0001915657
STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610]
ORGANIZATION NAME: 01 Energy & Transportation
IRS NUMBER: 872092143
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2828 N. HARWOOD
STREET 2: SUITE 1300
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-954-6696
MAIL ADDRESS:
STREET 1: 2828 N. HARWOOD
STREET 2: SUITE 1300
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER COMPANY:
FORMER CONFORMED NAME: Hippo Parent Corp
DATE OF NAME CHANGE: 20220307
4
1
ownership.xml
4
X0508
4
2023-12-18
0001915657
HF Sinclair Corp
DINO
0001915451
Holding Carol Orme
C/O REH COMPANY
2800 WEST LINCOLNWAY
CHEYENNE
WY
82009
true
false
true
false
0001915467
REH Co
2800 WEST LINCOLNWAY
CHEYENNE
WY
82009
true
false
true
false
false
Common Stock
2023-12-18
4
D
false
894454
55.90
D
27922460
I
By REH Company
These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated December 18, 2023.
These shares are owned directly by REH and not Mrs. Holding. REH is the primary and direct beneficial owner of the shares indicated above, and the board of directors of REH has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing REH's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, REH and the other parties thereto. During the term of the escrow, REH has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 27,922,460 shares under applicable securities law and Securities and Exchange Commission guidance.
(Continued from footnote 2) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in REH, to the maximum extent permitted by law.
Ross B. Matthews and Norman J. Szydlowski currently serve as REH's representatives on the Issuer's board of directors, and therefore REH and Mrs. Holding each constitute a "director by deputization" of the Issuer.
REH COMPANY, By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chief Operating Officer
2023-12-20
/s/ Carol Orme Holding, Name: Carol Orme Holding
2023-12-20