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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)
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Hess Midstream LP (Name of Issuer) |
Class A Shares (Title of Class of Securities) |
428103105 (CUSIP Number) |
Mary A. Francis c/o Chevron Corporation, 5001 Executive Parkway, Suite 200 San Ramon, CA, 94583 (925) 842-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
Hess Investments North Dakota LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,428,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Delaware Limited Liability Company
SCHEDULE 13D
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| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
Hess Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,428,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 428103105 |
| 1 |
Name of reporting person
Chevron Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,428,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Shares | |
| (b) | Name of Issuer:
Hess Midstream LP | |
| (c) | Address of Issuer's Principal Executive Offices:
1501 MCKINNEY STREET, HOUSTON,
TEXAS
, 77010. | |
Item 1 Comment:
This Amendment No. 24 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:
August 2025 Repurchase Agreement
On August 4, 2025, the Issuer, HESM Opco and Hess Investments entered into a Unit Repurchase Agreement (the "August 2025 Repurchase Agreement"), pursuant to which HESM Opco agreed to purchase from Hess Investments 695,894 Opco Class B Units (the "Repurchased Units"), for an aggregate purchase price of approximately $30 million, or $43.11 per unit (the "August 2025 Repurchase Transaction"). Pursuant to the terms of the August 2025 Repurchase Agreement, immediately following the closing of the August 2025 Repurchase Transaction, HESM Opco will cancel the Repurchased Units, and the Issuer will cancel, for no consideration, an equal number of Class B Shares held by Hess Investments in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement.
The above description of the August 2025 Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the August 2025 Repurchase Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Statement is hereby amended and supplemented as follows:
Exhibit 25: Unit Repurchase Agreement, dated as of August 4, 2025, by and among Hess Midstream Operations LP, Hess Midstream LP and Hess Investments North Dakota LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 6, 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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