Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001193125-24-222977 0001702361 XXXXXXXX LIVE 19 Class A Shares 02/10/2025 false 0001789832 428103105 Hess Midstream LP 1501 MCKINNEY STREET HOUSTON TX 77010 Timothy B. Goodell (212) 997-8500 Hess Corporation 1185 Avenue of the Americas New York NY 10036 Y HESS MIDSTREAM GP LP OO N DE 0 898000 0 898000 898000 N 0.8 PN Y HESS MIDSTREAM GP LLC OO N DE 0 898000 0 898000 898000 N 0.8 OO Delaware limited liability company Y HESS INFRASTRUCTURE PARTNERS GP LLC OO N DE 0 898000 0 898000 898000 N 0.8 OO Delaware limited liability company 0001702361 N Hess Investments North Dakota LLC OO N DE 0 81916146 0 81916146 81916146 N 41.8 OO Delaware limited liability company Y Hess Corporation OO N DE 0 81916146 0 81916146 81916146 N 41.8 CO Class A Shares Hess Midstream LP 1501 MCKINNEY STREET HOUSTON TX 77010 This Amendment No. 19 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on December 17, 2019 (as amended, the "Statement"), relating to the Class A Shares representing limited partner interests (the "Class A Shares") of Hess Midstream LP, a Delaware limited partnership (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement. Item 4 of the Statement is hereby amended and supplemented as follows: February 2025 Underwriting Agreement On February 10, 2025, the Issuer, New HESM GP LP, New HESM GP LLC, Blue Holding, and Goldman Sachs & Co. LLC, as underwriter (the "Underwriter"), entered into an Underwriting Agreement (the "February 2025 Underwriting Agreement"), pursuant to which the Underwriter agreed to purchase from Blue Holding, subject to and upon the terms and conditions set forth therein, 11,000,000 Class A Shares at a price of $39.11 per share (the "February 2025 Secondary Offering"). Pursuant to the February 2025 Underwriting Agreement, Blue Holding granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 1,650,000 Class A Shares at $39.11 per share. On February 12, 2025, the February 2025 Secondary Offering closed. As a result, Blue Holding redeemed an aggregate 11,000,000 OpCo Class B Units for a corresponding number of Class A Shares Pursuant to the February 2025 Underwriting Agreement, the Issuer, Blue Holding and Hess Investments have agreed not to sell or otherwise dispose of any Class A Shares held by them for a period ending 60 days after the date of the February 2025 Underwriting Agreement without first obtaining the written consent of the Underwriter subject to certain exceptions. The above description of the February 2025 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. Item 6 of the Statement is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the February 2025 Underwriting Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 22**: Underwriting Agreement, dated as of February 10, 2025, by and among Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, GIP II Blue Holding, L.P. and Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed on February 12, 2025). ** Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets ("[***]") because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential. HESS MIDSTREAM GP LP By: Hess Midstream GP LLC, its general partner, By: /s/ Jonathan C. Stein Jonathan C. Stein, Chief Financial Officer 02/12/2025 HESS MIDSTREAM GP LLC /s/ Jonathan C. Stein Jonathan C. Stein, Chief Financial Officer 02/12/2025 HESS INFRASTRUCTURE PARTNERS GP LLC /s/ Jonathan C. Stein Jonathan C. Stein, Chief Financial Officer 02/12/2025 Hess Investments North Dakota LLC /s/ Jonathan C. Stein Jonathan C. Stein, Vice President 02/12/2025 Hess Corporation /s/ John P. Rielly John P. Rielly, Executive Vice President and Chief Financial Officer 02/12/2025