SEC FORM 4

SEC FORM 4 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^*

HESS JOHN B

(Last)

(First)

(Middle)

HESS CORPORATION

1185 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HESS CORP [ HES ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024

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 Stock, $1.00 par value	11/06/2024		S		6,562	D	$143.15⁽¹⁾	7,772,475	I	See Note⁽⁷⁾
Common Stock, $1.00 par value	11/06/2024		S		54,328	D	$143.83⁽²⁾	7,718,147	I	See Note⁽⁷⁾
Common Stock, $1.00 par value	11/06/2024		S		308	D	$144.4⁽³⁾	7,717,839	I	See Note⁽⁷⁾
Common Stock, $1.00 par value	11/06/2024		S		23,281	D	$143.13⁽⁴⁾	329,922	I	See Note⁽⁸⁾
Common Stock, $1.00 par value	11/06/2024		S		214,291	D	$143.84⁽²⁾	115,631	I	See Note⁽⁸⁾
Common Stock, $1.00 par value	11/06/2024		S		1,230	D	$144.4⁽³⁾	114,401	I	See Note⁽⁸⁾
Common Stock, $1.00 par value	11/07/2024		S		27,882	D	$141.86⁽⁵⁾	86,519	I	See Note⁽⁸⁾
Common Stock, $1.00 par value	11/07/2024		S		86,519	D	$142.56⁽⁶⁾	0	I	See Note⁽⁸⁾
Common Stock, $1.00 par value	11/07/2024		S		9,455	D	$141.86⁽⁵⁾	7,708,384	I	See Note⁽⁷⁾
Common Stock, $1.00 par value	11/07/2024		S		29,347	D	$142.56⁽⁶⁾	7,679,037	I	See Note⁽⁷⁾
Common Stock, $1.00 par value	11/07/2024		M		90,476	A	$74.49	313,623	D
Common Stock, $1.00 par value	11/07/2024		S		90,476	D	$142.47	223,147⁽⁹⁾	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)
Option to purchase Common Stock	$74.49	11/07/2024		M			30,158	03/03/2016	03/03/2025	Common Stock, $1.00 par value	30,158	$0	0	D
Option to purchase Common Stock	$74.49	11/07/2024		M			30,159	03/03/2017	03/03/2025	Common Stock, $1.00 par value	30,158	$0	0	D
Option to purchase Common Stock	$74.49	11/07/2024		M			30,159	03/03/2018	03/03/2025	Common Stock, $1.00 par value	30,158	$0	0	D

Explanation of Responses:

1. The reported sales transactions were executed at prices ranging from $142.34 to $143.33. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions in this report were affected.

2. The reported sales transactions were executed at prices ranging from $143.34 to $144.34. The price reported above reflects the weighted average sales price.

3. The reported sales transactions were executed at prices ranging from $144.35 to $144.50. The price reported above reflects the weighted average sales price.

4. The reported sales transactions were executed at prices ranging from $142.34 to $143.34. The price reported above reflects the weighted average sales price.

5. The reported Sales transactions were executed at prices ranging from $141.16 to $142.16. The price reported above reflects the weighted average sales price.

6. The reported Sales transactions were executed at prices ranging from $142.16 to $143.16. The price reported above reflects the weighted average sales price.

7. Held by a previously reported charitable lead annuity trust established under the will of Leon Hess. The reporting person is one of the trustees of the trust. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

8. Held by a previously reported limited liability company, for which the reporting person serves as investment manager.

9. This amount includes 84,429 shares held in escrow pursuant to the Corporation's 2008 Long Term Incentive Plans. The reporting person has only voting power of these shares until the 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.

	Barry Schachter for John B. Hess	11/07/2024
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Chief Executive Officer Hess John B sold $77,835,860 worth of shares (543,679 units at $143.17) and exercised 90,476 shares at a strike of $74.49 (SEC Form 4)