GIP II Blue Holding 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hess Midstream 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)
04/04/2022

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
Class B Shares	04/04/2022		J(1)		6,779,661	D	$0.00	103,041,303	I	See footnote(2)
Class A Shares	04/04/2022		C		5,117,500	A	$0.00	5,117,500	I	See footnotes(3)(4)
Class A Shares	04/04/2022		S		5,117,500	D	$28.497	0	I	See footnotes(3)(4)
Class B Shares	04/04/2022		J(5)		5,117,500	D	$0.00	97,923,803	I	See footnote(2)
Class A Shares								449,000	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
Opco Class B Units	(6)	04/04/2022		D			6,779,661	(6)	(6)	Class A Shares	6,779,661	$29.5	103,041,303	I	See footnotes(3)(4)
Opco Class B Units	(6)	04/04/2022		C			5,117,500	(6)	(6)	Class A Shares	5,117,500	$0.00	97,923,803	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Global Infrastructure Investors II, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Global Infrastructure GP II, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP Blue Holding GP, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP II Blue Holding, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Explanation of Responses:

1. Reflects the cancellation for no consideration of Class B Shares in connection with Hess Midstream Operations LP's repurchase of an aggregate 13,559,322 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and GIP II Blue Holding, L.P. and a subsequent cancellation of such Opco Class B Units.

2. Represents securities held by Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is the general partner of Hess Midstream GP LLC, which is the general partner of Hess Midsteam LP. Hess Infrastructure Partners GP LLC is a 50/50 joint venture between Hess Investments North Dakota LLC and GIP II Blue Holding, L.P. ("Blue Holding"). As such, each of the foregoing entities may be deemed to beneficially owned the securities held of record by Hess Midstream GP LP. Each such entity disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Represents securities held by Blue Holding.

4. 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.

5. Reflects the cancellation for no consideration of Class B Shares in connection with the conversion of the Opco Class B Units into Class A Shares.

6. The Opco Class B Units may be converted at any time in to Class A Shares on a one-to-one basis and have no expiration date.

Remarks:

	Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary	04/06/2022
	Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary	04/06/2022
	GIP Blue Holding GP, LLC, By: /s/ Mark Levitt, Manager	04/06/2022
	GIP II Blue Holding, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ Mark Levitt, Manager	04/06/2022
	** 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.