Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 6:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 16)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13D-1(B),
(C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13D-2(B)
HESS CORPORATION
(Name
of Issuer)
Common Stock
(Title of
Class of Securities)
42809H 107
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
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CUSIP No. 023551 10 4
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Page 1 of 4 Pages
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1.
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Names of
reporting persons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas F. Brady
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2.
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Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Citizenship or place of
organization
United States of
America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole voting power
112,248 shares
See Note 7
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6.
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Shared voting power
8,822,785 shares
See Notes 2 and 8
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7.
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Sole dispositive power
112,248 shares
See Note 7
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8.
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Shared dispositive power
18,901,822 shares
See Notes 1, 2 and 8.
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9.
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Aggregate amount beneficially owned by each reporting person
19,014,070 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares* ☐
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11.
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Percent of class represented by amount
in Row (9)
6.04%
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12.
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Type of reporting person*
IN
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CUSIP No. 023551 10 4
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Page 2 of 4 Pages
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1.
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Names of
reporting persons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eugene W. Goodwillie, Jr.
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2.
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Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Citizenship or place of
organization
United States of
America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole voting power
4,881 shares
See Note 10
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6.
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Shared voting power
8,817,802 shares
See Note 2.
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7.
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Sole dispositive power
4,881 shares
See Note 10.
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8.
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Shared dispositive power
29,414,916 shares
See Notes 1, 2, 3, 4 and 6.
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9.
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Aggregate amount beneficially owned by each reporting person
29,419,797 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares* ☐
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11.
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Percent of class represented by amount
in Row (9)
9.34%
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12.
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Type of reporting person*
IN
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CUSIP No. 023551 10 4
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Page 3 of 4 Pages
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1.
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Names of
reporting persons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John B. Hess
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2.
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Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Citizenship or place of
organization
United States of
America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole voting power
27,148,641 shares
See Notes 1, 3, 4, 5 and 6.
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6.
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Shared voting power
8,883,462 shares
See Notes 2 and 9.
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7.
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Sole dispositive power
3,145,740 shares
See Notes 3 and 5.
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8.
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Shared dispositive power
28,576,351 shares
See Notes 1, 2, 3, 4, 6 and 9.
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9.
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Aggregate amount beneficially owned by each reporting person
36,032,103 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares* ☐
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11.
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Percent of class represented by amount
in Row (9)
11.39%
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12.
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Type of reporting person*
IN
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CUSIP No. 023551 10 4
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Page 4 of 4 Pages
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1.
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Names of
reporting persons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas H. Kean
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2.
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Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Citizenship or place of
organization
United States of
America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole voting power
39,458 shares
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6.
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Shared voting power
8,817,802 shares
See Note 2
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7.
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Sole dispositive power
39,458 shares
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8.
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Shared dispositive power
25,333,720 shares
See Notes 1, 2 and 4
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9.
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Aggregate amount beneficially owned by each reporting person
25,373,178 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares* ☐
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11.
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Percent of class represented by amount
in Row (9)
8.05%
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12.
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Type of reporting person*
IN
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Notes to 13G
Note 1.
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This amount includes 10,079,037 shares held by a charitable lead annuity trust established under the will of Leon Hess. John B. Hess has sole voting power of this stock held by this trust and shares
dispositive power over such stock with the other filing persons who are some of the other trustees of this trust.
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Note 2.
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This amount includes 8,817,802 shares held by a limited partnership. Messrs. Hess, Brady, Goodwillie and Kean serve on the management committee of the general partner of this limited partnership and share,
inter alia, voting and dispositive powers with respect to shares held by the limited partnership.
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Note 3.
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This amount includes 1,860,404 shares owned directly by Mr. Hess as to which he has sole voting and dispositive power. This amount also includes an aggregate of 2,371,878 shares held by
Mr. Hess siblings or their children or by trusts for the benefit of Mr. Hess siblings or their children, as to which Mr. Hess has sole voting power pursuant to shareholders agreements among Mr. Hess and his siblings or
their children and as to 973,319 shares of which he shares dispositive power pursuant to a shareholders agreement among Mr. Hess and a sibling and others; 1,008,401 shares held by a trust for the benefit of Mr. Hess, of which he
and Mr. Goodwillie are
co-trustees
and as to which Mr. Hess has sole voting power and Messrs. Hess and Goodwillie have shared dispositive power; 1,008,402 shares held by a trust for the
benefit of Mr. Hess sibling, of which Mr. Hess has sole voting and shared dispositive power; 2,885,946 shares held by trusts as to which Mr. Hess has sole voting power and as to which Mr. Goodwillie has shared
dispositive power; 25,507 shares of restricted stock held in escrow under the Issuers incentive compensation plan as to which Mr. Hess has voting but not dispositive power; 976,787 shares underlying options to purchase common
stock of the Issuer, as to which he has sole voting and dispositive power only upon exercise of such options; 28,753 shares held by a family liability company controlled by Mr. Hess, as to which Mr. Hess has sole voting and
dispositive power; and 218,222 shares beneficially owned by Mr. Hess, which represents shares of common stock issuable upon conversion of the companys mandatory convertible preferred stock; as to which Mr. Hess will have sole
voting and dispositive power upon conversion of such preferred stock.
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Note 4.
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This amount includes 6,436,881 shares held by the Hess Foundation, Inc. of which Messrs. Hess, Kean and Goodwillie are directors and as to which Mr. Hess has sole voting power and shares dispositive power
with, inter alia, Messrs. Kean and Goodwillie.
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Note 5.
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Includes 61,574 shares vested in the name of John B. Hess under Issuers Employees Savings and Stock Bonus Plan. Mr. Hess has sole voting and dispositive power with respect to these shares.
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Note 6.
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This amount includes 121,383 shares held by three trusts of which Mr. Hess has sole voting power and shares dispositive power with Mr. Goodwillie; and 65,466 shares representing shares of common
stock issuable upon conversion of the companys mandatory convertible preferred stock, as to which upon conversion Mr. Hess will have sole voting power and share dispositive power with Mr. Goodwillie.
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Note 7.
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This amount includes 112,248 shares held directly by Mr. Brady as to which he has sole voting and dispositive power.
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Note 8.
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This amount includes 4,983 shares held by a trust of which Mr. Brady is a
co-trustee
and as to which Mr. Brady shares voting and dispositive power.
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Note 9.
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This amount includes 65,660 shares held by three trusts of which Mr. Hess is a
co-trustee
and shares voting and dispositive power.
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Note 10.
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This amount includes 4,881 shares held by a trust of which Mr. Goodwillie has sole voting and dispositive power.
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Item 1
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(a).
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Name of Issuer:
Hess Corporation
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Item 1
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(b).
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Address of Issuers Principal Executive Offices:
1185 Avenue of the Americas
New York, NY 10036
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Item 2
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(a).
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Name of Person Filing:
See respective cover pages.
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Item 2
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(b).
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Address of Principal Business Office or, if None, Residence:
Nicholas F. Brady
Choptank Partners, Inc.
P.O. Box 410
Easton, MD 21601
Eugene Goodwillie, Jr.
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
John B. Hess
Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Thomas H. Kean
THK Consulting, LLC
49 Route 202, P. O. Box 810
Far Hills, NJ 07931-0810
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Item 2
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(c).
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Citizenship:
United States of America
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Item 2
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(d).
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Title of Class of Securities:
Common Stock
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Item 2
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(e).
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CUSIP Number:
42809H 107
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Item 3.
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If This Statement is Filed Pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), Check Whether the Person Filing is:
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(a)
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A broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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A bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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An insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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An investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person, in accordance with Rule
13d-1(b)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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7
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(j)
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A group, in accordance with Rule
13d-1(b)(ii)(J).
If this statement is filed pursuant to Rule
13d-1(c),
check this box. ☒
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Item 4.
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Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially owned:
See respective cover pages.
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(b)
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Percent of class:
See respective cover pages.
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(c)
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Number of shares as to which such person has:
See respective cover pages.
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(i)
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Sole power to vote or to direct the vote
See respective cover pages.
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(ii)
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Shared power to vote or to direct the vote
See respective cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of
See respective cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of
See respective cover pages.
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Item 5.
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Ownership of Five Percent or Less of a Class.
Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
As indicated in the Notes above, some of the shares owned are held for the account of
other persons who have the right to receive dividends and the proceeds of the sale of such shares.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
Not applicable
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Item 9.
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Notice of Dissolution of Group.
Not applicable
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Item 10.
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Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
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8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned agrees that this statement is filed on behalf of
each of them and certifies that the information set forth in this statement as to himself, and to his best knowledge as to each other filing person is true, complete and correct.
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February 14, 2018
(Date)
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/s/ Nicholas F. Brady
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Nicholas F. Brady
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned agrees that this statement is filed on behalf of
each of them and certifies that the information set forth in this statement as to himself, and to his best knowledge as to each other filing person is true, complete and correct.
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February 14, 2018
(Date)
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/s/ Eugene W. Goodwillie, Jr.
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Eugene W. Goodwillie, Jr.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned agrees that this statement is filed on behalf of
each of them and certifies that the information set forth in this statement as to himself, and to his best knowledge as to each other filing person is true, complete and correct.
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February 14, 2018
(Date)
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/s/ John B. Hess
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John B. Hess
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned agrees that this statement is filed on behalf of
each of them and certifies that the information set forth in this statement as to himself, and to his best knowledge as to each other filing person is true, complete and correct.
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February 14, 2018
(Date)
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/s/ Thomas H. Kean
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Thomas H. Kean
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