James H. Lee - Dec 1, 2023 Form 4 Insider Report for HOLLY ENERGY PARTNERS LP (HEP)

Role
Director
Signature
Stacey L. Foland Attorney-in-Fact
Stock symbol
HEP
Transactions as of
Dec 1, 2023
Transactions value $
$0
Form type
4
Date filed
12/4/2023, 06:09 PM
Previous filing
Nov 9, 2023
Next filing
Dec 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HEP Common Units Disposed to Issuer -31.8K -100% 0 Dec 1, 2023 Direct F1, F2
transaction HEP Common Units Disposed to Issuer -285 -100% 0 Dec 1, 2023 By Spouse F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James H. Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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 (the "Closing Date"), 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, 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").
F2 Immediately prior to the Effective Time, each Director LTIP Award (as defined in the Merger Agreement) of the Reporting Person granted prior to the date of the Merger Agreement became fully vested and each Director LTIP Award granted on or after the date of the Merger Agreement vested on a pro-rata basis based on whole or partial months of service from the grant date through the Closing Date, with the remaining portion forfeited for no consideration. At the Effective Time, such vested Director LTIP Awards automatically converted into the right to receive, with respect to each Common Unit subject thereto, (i) the Merger Consideration, plus (ii) any accrued but unpaid amounts in relation to distribution equivalent rights.

Remarks:

The Reporting Person was an outside director of HLS, the ultimate general partner of the Issuer.