SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
REH Co

(Last) (First) (Middle)
2800 WEST LINCOLNWAY

(Street)
CHEYENNE WY 82009

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HF Sinclair Corp [ DINO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 06/14/2024 J(1) 16,057,699 D (1) 0(1) D(1)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. On June 14, 2024, REH Company (f/k/a The Sinclair Companies) (the "Reporting Person") and REH Advisors Inc. ("Advisors") completed an internal reorganization, pursuant to which a wholly-owned subsidiary of Advisors merged with and into the Reporting Person, with the Reporting Person surviving and becoming a wholly-owned subsidiary of Advisors, and in connection therewith, the Reporting Person distributed 16,057,699 shares of the Issuer's common stock to Advisors. As a result, the Reporting Person ceased to beneficially own any securities of the Issuer. Such internal reorganization did not involve any purchase or sale of securities of the Issuer. A separate Form 3 will be filed by Advisors with respect to such internal reorganization. The beneficial ownership and pecuniary interest of Carol Orme Holding ("Mrs. Holding") in the securities reported herein has not changed.
Remarks:
Ross B. Matthews currently serves as the Reporting Person's representative on the Issuer's board of directors, and therefore, the Reporting Person, Advisor (as a result of its relationship with the Reporting Person) and Mrs. Holding (as a result of her relationship with the Reporting Person) each constitutes a "director by deputization" of the Issuer.
REH COMPANY, By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chief Operating Officer 06/14/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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