SEC Form 4 · accession 0001209191-15-009825

HESS CORP · HES

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Senior Vice President

Period of report

Feb 3, 2015

Accepted (ET)

Feb 5, 2015 · 4:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000004447

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $1.00 par value^F1,F2	Feb 3, 2015	M	17,694	$0.00	A	58,095	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Unit^F3	$0.00	Feb 3, 2015	M	8,847	D	—	—	Common Stock, $1.00 par value	17,694	0	D

F1Represents shares of Hess Corporation common stock earned upon vesting of Performance Share Units granted on March 7, 2012, based on the relative performance of total shareholder return of Hess common stock compared with that of its peers over the three-year performance period ending December 31, 2014.
F2This amount includes 24,269 shares held in escrow pursuant to the Corporation's 2008 Long Term Incentive Plan. The reporting person has only voting power of these shares until lapsing of the period set by the Committee administering the Plan at which time the shares plus accrued dividends will be delivered to the reporting person if he is still an employee of the Corporation.
F3Each Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 200% of such Performance Share Unit depending on the relative performance of the total shareholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2014, as more particularly described in the applicable award agreement.