GIP II Blue Holding Partnership Form 4 Change in insider ownership

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Global Infrastructure Investors II, LLC

(Last) (First) (Middle)

12 EAST 49TH STREET, 38TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hess Midstream Partners LP [ HESM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Units	04/10/2017		J(1)		1,108,500	D	(1)	5,141,327	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Global Infrastructure Investors II, LLC

(Last) (First) (Middle)

12 EAST 49TH STREET, 38TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Global Infrastructure GP II, L.P.

(Last) (First) (Middle)

12 EAST 49TH STREET, 38TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP Blue Holding GP, LLC

(Last) (First) (Middle)

12 EAST 49TH STREET, 38TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP II Blue Holding Partnership, L.P.

(Last) (First) (Middle)

12 EAST 49TH STREET, 38TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. On April 10, 2017, the underwriters in the Issuer's initial public offering exercised their option to purchase additional common units. As a result, the Issuer did not issue 1,108,500 common units to GIP II Blue Holding Partnership, L.P. ("Blue Holding") which were previously reported as beneficially owned by the reporting persons.

2. The securities reported herein are held by Blue Holding. Global Infrastructure Investors II, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP II, L.P. ("Global GP"), which is the sole member of GIP Blue Holding GP, LLC, ("Blue Holding GP"), which is the general partner of Blue Holding. As such, each of Global Investors, Global GP and Blue Holding GP may be deemed to beneficially own the securities held of record by Blue Holding. Each such entity disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary	04/12/2017
	Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary	04/12/2017
	GIP Blue Holding GP, LLC, By: /s/ Mark Levitt, Secretary	04/12/2017
	GIP II Blue Holding Partnership, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ Mark Levitt, Secretary	04/12/2017
	** Signature of Reporting Person	Date
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