Timothy B. Goodell - 31 Jan 2023 Form 4 Insider Report for HESS CORP (HES)

Role: EVP, Gen. Counsel & Secretary
Signature: Barry Schachter for Timothy B. Goodell
Issuer symbol: HES
Transactions as of: 31 Jan 2023
Net transactions value: -$3,831,789
Form type: 4
Filing time: 02 Feb 2023, 18:02:11 UTC
Previous filing: 11 Mar 2022
Next filing: 08 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HES	Common Stock, $1.00 par value	Gift	$0	-1,600	-1.1%	$0.000000	139,583	16 Mar 2022	Direct
transaction	HES	Common Stock, $1.00 par value	Gift	$0	-1,780	-1.3%	$0.000000	137,803	30 Dec 2022	Direct
transaction	HES	Common Stock, $1.00 par value	Options Exercise	$0	+27,413	+20%	$0.000000	165,216	31 Jan 2023	Direct	F1
transaction	HES	Common Stock, $1.00 par value	Sale	$3,831,789	-27,413	-17%	$139.78	137,803	02 Feb 2023	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HES	2020 Performance Share Unit	Options Exercise	$0	-21,930	-100%	$0.000000^*	0	31 Jan 2023	Common Stock, $1.00 par value	27,413	$0.000000	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of Hess Corporation common stock earned upon vesting of Performance Share Units granted on March 6, 2020, based on the relative performance of total shareholder return of Hess common stock compared with that of its peers over the three-year performance period ending December 31, 2022.
F2	Includes 14,131 shares sold solely to satisfy tax withholding on vesting of shares of Hess Corporation common stock earned from Performance Share Units.
F3	This amount includes 11,568 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.
F4	Each Performance Share Unit entitles the holder to a payout of shares of Hess common stock equal to between 0% and 200% of such Performance Share Unit depending on the relative performance of the total shareholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2022, as more particularly described in the applicable award agreement.