Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Global Infrastructure Investors II, LLC
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2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP [HESM]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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1345 AVENUE OF THE AMERICAS, 30TH FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10105
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Global Infrastructure Investors II, LLC
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10105
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Global Infrastructure GP II, L.P.
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10105
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GIP Blue Holding GP, LLC
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10105
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GIP II Blue Holding, L.P.
1345 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10105
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Signatures
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Global Infrastructure Investors II, LLC, By: /s/ Mark Levitt, Secretary
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2024-06-26
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**Signature of Reporting Person
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Date
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Global Infrastructure GP II, L.P., By: Global Infrastructure Investors II, LLC, its general partner, By: /s/ Mark Levitt, Secretary
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2024-06-26
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**Signature of Reporting Person
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Date
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GIP Blue Holding GP, LLC, By: /s/ William Brilliant, Manager
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2024-06-26
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**Signature of Reporting Person
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Date
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GIP II Blue Holding, L.P., By: GIP Blue Holding GP, LLC, its general partner, By: /s/ William Brilliant, Manager
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2024-06-26
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Reflects the transfer of 1,699,581 Class B Shares from Hess Midstream GP LP to GIP II Blue Holding, L.P. ("Blue Holding") for no consideration.
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(2)
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Represents securities held by Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is the sole member of Hess Midstream GP LLC, which is the general partner of Hess Midstream GP LP. Hess Infrastructure Partners GP LLC is a 50/50 joint venture between HINDL and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own 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.
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(3)
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Reflects the cancellation for no consideration of Class B Shares in connection with Hess Midstream Operations LP's repurchase of 1,699,581 Opco Class B Units from Blue Holding and a subsequent cancellation of such Opco Class B Units.
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(4)
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Reflects holdings following a transaction exempt from reporting purusuant to Rule 16a-13.
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(5)
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Represents securities held by Blue Holding. Global Infrastructure Investors II, LLC is the sole general partner of Global Infrastructure GP II, L.P., which is the sole member of GIP Blue Holding GP, LLC, which is the general partner of Blue Holding. As such, each of the foregoing entities 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 its pecuniary interest therein.
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(6)
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The Opco Class B Units may be converted at any time into Class A Shares on a one-to-one basis and have no expiration date.
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