SEC Form 4 · accession 0001209191-17-019370
HESS CORP · HES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy B. Goodell
Officer — SVP, Gen. Counsel & Secretary
Period of report
Mar 6, 2017
Accepted (ET)
Mar 8, 2017 · 5:49 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 | Mar 6, 2017 | A | 7,839 | $0.00 | A | 96,221 | D | |
| Common Stock, $1.00 par valueF2 | Mar 7, 2017 | S | 2,904 | $51.05 | D | 93,317 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Performance Share UnitF3,F4 | $0.00 | Mar 6, 2017 | A | 22,701 | A | — | — | Common Stock, $1.00 par value | 45,402 | 22,701 | D |
| Option to purchase Common Stock | $51.03 | Mar 6, 2017 | A | 9,189 | A | Mar 6, 2018 | Mar 6, 2027 | Common Stock, $1.00 par value | 9,189 | 9,189 | D |
| Option to purchase Common Stock | $51.03 | Mar 6, 2017 | A | 9,189 | A | Mar 6, 2019 | Mar 6, 2027 | Common Stock, $1.00 par value | 9,189 | 9,189 | D |
| Option to purchase Common Stock | $51.03 | Mar 6, 2017 | A | 9,189 | A | Mar 6, 2020 | Mar 6, 2027 | Common Stock, $1.00 par value | 9,189 | 9,189 | D |
Explanation of responses
- F1Shares sold solely to satisfy tax withholding on vesting of shares of restricted stock.
- F2This amount includes 20,882 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, 2019, as more particularly described in the applicable award agreement.
- F4Not applicable