Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jamieson Robert I

(Last)

(First)

(Middle)

2828 N. HARWOOD ST.

SUITE 1300

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOLLY ENERGY PARTNERS LP [ HEP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and COO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2023

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 Units	12/01/2023		A		15,732⁽¹⁾	A	$0.00	82,233	D
Common Units	12/01/2023		F		6,191⁽²⁾	D	$20.45	76,042	D
Common Units	12/01/2023		F		2,874⁽³⁾	D	$20.45	73,168	D
Common Units	12/01/2023		D		73,168	D	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	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)

Explanation of Responses:

1. These Common Units (as defined below) were deemed issued to the Reporting Person to settle performance units that were not derivative securities under the Issuer's Long-Term Incentive Plan.

2. These Common Units (as defined below) were deemed surrendered to satisfy the Reporting Person's tax liability incident to the issuance of the units reported on the preceding line.

3. These Common Units (as defined below) were deemed surrendered to satisfy the Reporting Person's tax liability incident to the vesting of phantom unit grants previously reported.

4. Pursuant to the Agreement and Plan of Merger, dated as of August 15, 2023 (the "Merger Agreement"), by and among the Issuer, HF Sinclair Corporation ("HF Sinclair"), Holly Logistic Services, L.L.C. ("HLS"), HEP Logistics Holdings, L.P., Navajo Pipeline Co., L.P., and Holly Apple Holdings LLC ("Merger Sub"), on December 1, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of HF Sinclair (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding common unit representing a limited partner interest in the Issuer (each, a "Common Unit") held by the Reporting Person converted into the right to receive (i) 0.315 shares of common stock, par value $0.01 per share, of HF Sinclair (the "HF Sinclair Common Stock"), with cash paid in lieu of the issuance of fractional shares, if any, and (ii) $4.00 in cash, without interest (collectively, the "Merger Consideration").

5. Immediately prior to the Effective Time, each Partnership Performance LTIP Award (as defined in the Merger Agreement) of the Reporting Person (i) granted in 2020 became vested based on actual achievement of the performance criteria applicable to such Partnership Performance LTIP Award measured for the performance period that ended on September 30, 2023 and automatically converted into the right to receive, with respect to each Common Unit subject to the vested Partnership Performance LTIP Award, (a) the Merger Consideration, plus (b) any accrued but unpaid amounts in relation to distribution equivalent rights, and (ii) granted in 2021, 2022, and 2023 converted into a number of restricted stock units of HF Sinclair relating to a number of shares of HF Sinclair Common Stock equal to (a) the target number of Common Units subject to the Partnership Performance LTIP Awards, multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement).

6. Immediately prior to the Effective Time, each Partnership Service LTIP Award (as defined in the Merger Agreement) of the Reporting Person automatically converted into the right to receive an award of restricted stock units of a number of restricted stock units of HF Sinclair relating to a number of shares of HF Sinclair Common Stock equal to (x) the number of Common Units subject to or referenced within the corresponding Partnership Service LTIP Award, multiplied by (y) the Equity Award Exchange Ratio (rounded up to the nearest whole share of HF Sinclair Common Stock).

Remarks:

The Reporting Person was Senior Vice President and Chief Operating Officer of HLS, the ultimate general partner of the Issuer.

	Stacey L. Foland Attorney-in-Fact	12/04/2023
	** 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.
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