SEC Form 4 · accession 0001209191-19-018164
HESS CORP · HES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Turner
Officer — Senior Vice President
Period of report
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 4:55 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, 2019 | A | 5,464 | $0.00 | A | 92,206 | D | |
| Common Stock, $1.00 par valueF2,F3 | Mar 7, 2019 | S | 7,784 | $56.47 | D | 84,422 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 Performance Share UnitF4,F5 | $0.00 | Mar 6, 2019 | A | 13,034 | A | — | — | Common Stock, $1.00 par value | 26,068 | 13,034 | D |
| Option to purchase Common Stock | $56.74 | Mar 6, 2019 | A | 5,715 | A | Mar 6, 2020 | Mar 6, 2029 | Common Stock, $1.00 par value | 5,715 | 5,715 | D |
| Option to purchase Common Stock | $56.74 | Mar 6, 2019 | A | 5,715 | A | Mar 6, 2021 | Mar 6, 2029 | Common Stock, $1.00 par value | 5,715 | 5,715 | D |
| Option to purchase Common Stock | $56.74 | Mar 6, 2019 | A | 5,716 | A | Mar 6, 2022 | Mar 6, 2029 | Common Stock, $1.00 par value | 5,716 | 5,716 | D |
Explanation of responses
- F1This amount includes 1,540 shares sold solely to satisfy tax withholding on vesting of shares of restricted stock.
- F2The reported sales transactions were executed at prices ranging from $56.44 to $56.73. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were affected.
- F3This amount includes 30,315 shares held in escrow pursuant to the Corporation's Long Term Incentive Plans. The reporting person has only voting power of these shares until lapsing of the period set by the Committee administering the Plans at which time the shares plus accrued dividends will be delivered to the reporting person if he is still an employee of the Corporation.
- 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, 2021, as more particularly described in the applicable award agreement.
- F5Not applicable