| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HESS CORP [ HES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $1.00 par value | 07/18/2025 | D | 158,905(1) | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2023 Performance Share Unit | $0 | 07/18/2025 | D | 7,383 | (3) | (3) | Common Stock, $1.00 par value | 15,504 | (3) | 0 | D | ||||
| Option to purchase Common Stock | $141.55 | 07/18/2025 | D | 2,311 | 03/06/2024 | 03/06/2033 | Common Stock, $1.00 par value | 2,311 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $141.55 | 07/18/2025 | D | 2,312 | 03/06/2025 | 03/06/2033 | Common Stock, $1.00 par value | 2,312 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $141.55 | 07/18/2025 | D | 2,312 | 03/06/2026 | 03/06/2033 | Common Stock, $1.00 par value | 2,312 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $101.17 | 07/18/2025 | D | 3,121 | 03/06/2023 | 03/06/2032 | Common Stock, $1.00 par value | 3,121 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $101.17 | 07/18/2025 | D | 3,122 | 03/06/2024 | 03/06/2032 | Common Stock, $1.00 par value | 3,122 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $101.17 | 07/18/2025 | D | 3,122 | 03/06/2025 | 03/06/2032 | Common Stock, $1.00 par value | 3,122 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $75.04 | 07/18/2025 | D | 3,484 | 03/06/2022 | 03/06/2031 | Common Stock, $1.00 par value | 3,484 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $75.04 | 07/18/2025 | D | 3,484 | 03/06/2023 | 03/06/2031 | Common Stock, $1.00 par value | 3,484 | (4) | 0 | D | ||||
| Option to purchase Common Stock | $75.04 | 07/18/2025 | D | 3,484 | 03/06/2024 | 03/06/2031 | Common Stock, $1.00 par value | 3,484 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. This amount includes 28,722 shares held in escrow pursuant to the Corporation's Long Term Incentive Plans. |
| 2. Pursuant to the Agreement and Plan of Merger, dated October 22, 2023 (as amended, the "merger agreement"), by and among Hess, Yankee Merger Sub Inc. ("Merger Sub") and Chevron Corporation ("Chevron"), at the effective time of the merger of Merger Sub with and into Hess on the closing date (the "Effective Time"), each outstanding share of common stock of Hess (except as otherwise specified in the merger agreement) was converted into the right to receive 1.025 (the "exchange ratio") shares of common stock of Chevron. |
| 3. Pursuant to the merger agreement, at the Effective Time, each then outstanding Performance Share Unit (PSU) award was deemed to be earned at the maximum level and converted into a restricted cash award in an amount per share under such PSU award equal to the average closing trading price of a share of Chevron common stock for the 20 business days ending on and including the second to last business day prior to the Effective Time multiplied by the exchange ratio, and in each case subject to the same terms and conditions as applied to such awards immediately prior to the Effective Time (other than the performance conditions). |
| 4. Pursuant to the merger agreement, at the Effective Time each then outstanding Hess stock option was converted into a corresponding Chevron stock option based on the exchange ratio, subject to the same terms and conditions applicable to such award immediately prior to the Effective Time. |
| Barry Schachter for Barbara Lowery-Yilmaz | 07/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||