Schoonman Geurt G Form 4 HESS / Geurt G Schoonman 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^*

Schoonman Geurt G

(Last)

(First)

(Middle)

1185 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HESS CORP [ HES ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 par value	03/06/2023		M⁽¹⁾		7,226	A	$49.72	46,745	D
Common Stock, $1.00 par value	03/06/2023		S		7,226	D	$141.62⁽²⁾	39,519	D
Common Stock, $1.00 par value	03/06/2023		M⁽¹⁾		6,968	A	$75.04	46,487	D
Common Stock, $1.00 par value	03/06/2023		S		6,968	D	$141.51⁽³⁾	39,519	D
Common Stock, $1.00 par value	03/06/2023		M⁽¹⁾		3,037	A	$101.17	42,556	D
Common Stock, $1.00 par value	03/06/2023		S		3,037	D	$141.47⁽⁴⁾	39,519	D
Common Stock, $1.00 par value	03/06/2023		S		20,000	D	$141.61⁽⁵⁾	19,519	D
Common Stock, $1.00 par value	03/06/2023		A		2,967	A	$0.00	22,486	D
Common Stock, $1.00 par value	03/07/2023		S⁽⁶⁾		1,828	D	$137.41	20,658⁽⁷⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase Common Stock	$49.72	03/06/2023		M			7,226	03/06/2023	03/06/2030	Common Stock, $1.00 par value	7,226	$0.00	0	D
Option to purchase Common Stock	$75.04	03/06/2023		M			3,484	03/06/2022	03/06/2031	Common Stock, $1.00 par value	3,484	$0.00	0	D
Option to purchase Common Stock	$75.04	03/06/2023		M			3,484	03/06/2023	03/06/2031	Common Stock, $1.00 par value	3,484	$0.00	0	D
Option to purchase Common Stock	$101.17	03/06/2023		M			3,037	03/06/2023	03/06/2032	Common Stock, $1.00 par value	3,037	$0.00	0	D
2023 Performance Share Unit⁽⁸⁾	$0.00	03/06/2023		A		7,047		⁽⁹⁾	⁽⁹⁾	Common Stock, $1.00 par value	14,799	$0.00	7,047	D
Option to purchase Common Stock	$141.55	03/06/2023		A		2,206		03/06/2024	03/06/2033	Common Stock, $1.00 par value	2,206	$0.00	2,206	D
Option to purchase Common Stock	$141.55	03/06/2023		A		2,206		03/06/2025	03/06/2033	Common Stock, $1.00 par value	2,206	$0.00	2,206	D
Option to purchase Common Stock	$141.55	03/06/2023		A		2,207		03/06/2026	03/06/2033	Common Stock, $1.00 par value	2,207	$0.00	2,207	D

Explanation of Responses:

1. Common Stock acquired upon exercise of options granted under the Corporation's Long-Term Incentive Plans.

2. The reported sales transactions were executed at prices ranging from $141.60 to $141.65. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions reported on this form were effected.

3. The reported sales transactions were executed at prices ranging from $141.51 to $141.52. The price reported above reflects the weighted average sales price.

4. The reported sales transactions were executed at prices ranging from $141.44 to $141.51. The price reported above reflects the weighted average sales price.

5. The reported sales transactions were executed at prices ranging from $141.59 to $141.71. The price reported above reflects the weighted average sales price.

6. Shares sold solely to satisfy tax withholding on vesting of shares of restricted stock.

7. This amount includes 6,716 shares held in escrow pursuant to the Corporation's Long Term Incentive Plans. The reporting person has only voting power of these shares until lapsing of the period set by the Committee administering the Plans at which time the shares plus accrued dividends will be delivered to the reporting person if the reporting person is still an employee of the Corporation.

8. Each Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 210% of such Performance Share Unit depending on the performance of the total shareholder return of Hess common stock compared with that of the XOP Total Return Index and the S&P 500 Total Return Index over a three year performance period ending December 31, 2025, as more particularly described in the applicable award agreement.

9. Not applicable

Remarks:

	Barry Schachter for Geurt G. Schoonman	03/08/2023
	** 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.

Schoonman Geurt G Form 4HESS / Geurt G Schoonman ownership change