Edgar Filing: HESS JOHN B

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HESS JOHN B

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

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

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

(Last)

(First)

(Middle)

HESS CORPORATION, 1185 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2019

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/05/2019		M		83,917 ⁽¹⁾	A	$ 0	1,871,958	D
Common Stock, $1.00 par value	02/07/2019		S⁽²⁾		83,917 ⁽³⁾	D	$ 53.02	1,788,041	D
Common Stock, $1.00 par value	02/07/2019		S⁽²⁾		83,917	D	$ 52.65	1,704,124	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2016 Performance Share Unit ⁽⁴⁾

$ 0

02/05/2019

111,889

⁽⁴⁾

Common Stock, $1.00 par value

83,917

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HESS JOHN B HESS CORPORATION 1185 AVENUE OF THE AMERICAS NEW YORK, NY 10036	X	X	Chief Executive Officer

Signatures

Barry Schachter for John B. Hess		02/07/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of Hess Corporation common stock earned upon vesting of Performance Share Units granted on March 1, 2016, 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, 2018.
(2)	The sale of shares set forth herein are made in connection with a selling plan dated December 31, 2018 that is intended to comply with Rule 10b5-1(c).
(3)	Includes 40,874 shares sold solely to satisfy tax withholding on vesting of shares of Hess Corporation common stock earned from Performance Share Units
(4)	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, 2018, as more particularly described in the applicable award agreement.

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