SEC Form 4 · accession 0001209191-19-008216
HESS CORP · HES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Hess
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 6:26 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 valueF1 | Feb 5, 2019 | M | 83,917 | $0.00 | A | 1,871,958 | D | |
| Common Stock, $1.00 par valueF3 | Feb 7, 2019 | S | 83,917 | $53.02 | D | 1,788,041 | D | |
| Common Stock, $1.00 par value | Feb 7, 2019 | S | 83,917 | $52.65 | D | 1,704,124 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Performance Share UnitF4 | $0.00 | Feb 5, 2019 | M | 111,889 | D | — | — | Common Stock, $1.00 par value | 83,917 | 0 | D |
Explanation of responses
- F1Represents shares of Hess Corporation common stock earned upon vesting of Performance Share Units granted on March 1, 2016, 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, 2018.
- F2The sale of shares set forth herein are made in connection with a selling plan dated December 31, 2018 that is intended to comply with Rule 10b5-1(c).
- F3Includes 40,874 shares sold solely to satisfy tax withholding on vesting of shares of Hess Corporation common stock earned from Performance Share Units
- F4Each 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, 2018, as more particularly described in the applicable award agreement.