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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0000950170-25-065852 0001702361 XXXXXXXX LIVE 21 Class A Shares 05/09/2025 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 79877190 0 79877190 79877190 N 40.8 OO Delaware Limited Liability Company Y Hess Corporation OO N DE 0 79877190 0 79877190 79877190 N 40.8 CO Class A Shares Hess Midstream LP 1501 MCKINNEY STREET HOUSTON TX 77010 This Amendment No. 21 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: May 2025 Repurchase Transaction On May 9, 2025, pursuant to the previously disclosed May 2025 Repurchase Agreement, the May 2025 Repurchase Transaction closed, pursuant to which HESM Opco purchased from Hess Investments and Blue Holding 2,038,956 and 3,112,886 Opco Class B Units, respectively, for an aggregate purchase price of approximately $190 million, or $36.88 per unit. Pursuant to the terms of the May 2025 Repurchase Agreement, HESM Opco cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares held by Hess Investments and Blue Holding, respectively, in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement. Class B Share Distribution Agreement In connection with the May 2025 Repurchase Transaction, on May 9, 2025, New HESM GP LP, New HESM GP LLC, HIP GP LLC, Hess Investments and Blue Holding, L.P. entered into a distribution agreement (the "May 2025 Distribution Agreement") pursuant to which New HESM GP LP distributed 6,225,772 Class B Shares to HIP GP LLC. HIP GP LLC then immediately distributed 3,112,886 Class B Shares to each of Hess Investments and Blue Holding. The information contained on the cover pages is incorporated by reference to this Item 5. The information on the cover pages sets forth the aggregate number of Class A Shares and percentage of Class A Shares outstanding beneficially owned by each of the Reporting Persons, based on 116,588,803 Class A Shares outstanding as of May 9, 2025. The information contained on the cover pages is incorporated by reference to this Item 5. New HESM GP LP is the record holder of 898,000 Class A Shares. HIP GP LLC is the sole member of New HESM GP LLC, which is the general partner of New HESM GP LP. HIP GP LLC is a 50/50 joint venture between Hess Investments and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by New HESM GP LP. In addition, Hess Investments is the record holder of 78,979,190 Opco Class B Units, which may be redeemed for Class A Shares on a one-for-one basis at the option of the holder. Hess Investments is an indirect, wholly owned subsidiary of Hess Corporation. As a result, Hess Corporation may be deemed to share beneficial ownership of the securities held of record by Hess Investments and New HESM GP LP. Except as described in Item 4, none of the Reporting Persons nor Related Persons has effected any transactions in the Class A Shares or Opco Class B Units during the past 60 days. None. Not applicable. Hess Midstream GP LP By: Hess Midstream GP LLC, its general partner, /s/ Jonathan C. Stein Jonathan C. Stein, Chief Financial Officer 05/12/2025 Hess Midstream GP LLC /s/ Jonathan C. Stein Jonathan C. Stein, Chief Financial Officer 05/12/2025 Hess Infrastructure Partners GP LLC /s/ Jonathan C. Stein Jonathan C. Stein, Chief Financial Officer 05/12/2025 Hess Investments North Dakota LLC /s/ Jonathan C. Stein Jonathan C. Stein, Vice President 05/12/2025 Hess Corporation /s/ John P. Rielly John P. Rielly, Executive Vice President and Chief Financial Officer 05/12/2025