Carol Holding Form 4/A HF Sinclair / Carol Orme Holding ownership change

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^*

Holding Carol Orme

(Last) (First) (Middle)

C/O REH COMPANY

550 EAST SOUTH TEMPLE

(Street)

SALT LAKE CITY UT 84102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HF Sinclair Corp [ DINO ]

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)
12/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/04/2023

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 Stock(1)	12/01/2023		A		6,615,000	A	(2)	28,816,914	I	By REH Company(3)(4)

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^*

Holding Carol Orme

(Last) (First) (Middle)

C/O REH COMPANY

550 EAST SOUTH TEMPLE

(Street)

SALT LAKE CITY UT 84102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REH Co

(Last) (First) (Middle)

550 EAST SOUTH TEMPLE

(Street)

SALT LAKE CITY UT 84102

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4/A is being filed to correct a filing error. On December 4, 2023, a Form 4 was erroneously filed disclosing a disposition of 21,000,000 common units by REH Company (f/k/a The Sinclair Companies) ("REH") and Mrs. Holding. Such disposition was correctly reportable with respect to Holly Energy Partners, L.P. ("HEP") but not with respect to the Issuer, and such Form 4 should be disregarded.

2. Pursuant to that certain Agreement and Plan of Merger, dated August 15, 2023, by and among the Issuer, HEP and the other parties thereto, HEP became an indirect, wholly owned subsidiary of the Issuer on December 1, 2023 upon the closing of the transactions contemplated therein (the "Closing"). Upon the Closing, each outstanding common unit representing a limited partner interest in HEP (each, a "Partnership Common Unit") was converted into the right to receive (a) 0.315 shares of common stock, par value $0.01 per share, of the Issuer, with cash paid in lieu of the issuance of fractional shares, if any, and (b) $4.00 in cash, without interest. As a result, REH and Mrs. Holding received 6,615,000 shares of the Issuer's common stock in exchange for their Partnership Common Units effective upon the Closing. The closing price of the Issuer's common stock was $52.48 on the date before the Closing.

3. These shares are owned directly by REH and not Mrs. Holding. REH is the primary and direct beneficial owner of the shares indicated above, and the board of directors of REH has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing REH's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among the Issuer, REH and the other parties thereto. During the term of the escrow, REH has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 28,816,914 shares under applicable securities law and Securities and Exchange Commission guidance.

4. (Continued from footnote 3) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in REH, to the maximum extent permitted by law.

Remarks:

Ross B. Matthews and Norman J. Szydlowski currently serve as REH's representatives on the Issuer's board of directors, and therefore REH and Mrs. Holding each constitute a "director by deputization" of the Issuer.

	REH COMPANY, By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chief Operating Officer	12/04/2023
	/s/ Carol Orme Holding, Name: Carol Orme Holding	12/04/2023
	** Signature of Reporting Person	Date
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