| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HEP | Common Units | Tax liability | -$47.4K | -2.32K | -2.84% | $20.45 | 79.4K | Dec 1, 2023 | Direct | F1 |
| transaction | HEP | Common Units | Award | $0 | +17.3K | +21.81% | $0.00 | 96.7K | Dec 1, 2023 | Direct | F2 |
| transaction | HEP | Common Units | Tax liability | -$114K | -5.6K | -5.79% | $20.45 | 91.1K | Dec 1, 2023 | Direct | F3 |
| transaction | HEP | Common Units | Disposed to Issuer | -91.1K | -100% | 0 | Dec 1, 2023 | Direct | F4, F5, F6 |
Kenneth Norwood is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | 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"). |
| F5 | 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). |
| F6 | 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). |
The Reporting Person was Vice President and Controller of HLS, the ultimate general partner of the Issuer.