4//SEC Filing
Holding Carol Orme 4
Accession 0000899243-23-007173
CIK 0001915657other
Filed
Mar 5, 7:00 PM ET
Accepted
Mar 6, 4:05 PM ET
Size
8.0 KB
Accession
0000899243-23-007173
Insider Transaction Report
Form 4
HF Sinclair CorpDINO
Holding Carol Orme
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-03-02$50.78/sh−1,969,279$99,999,988→ 38,853,483 total(indirect: By REH Company)
REH Co
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-03-02$50.78/sh−1,969,279$99,999,988→ 38,853,483 total(indirect: By REH Company)
Footnotes (3)
- [F1]These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated March 2, 2023.
- [F2]These shares are owned directly by REH and not Mrs. Holding. REH is the primary and direct beneficial owner of the shares indicated above, and the board of directors of REH has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing REH's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, REH and the other parties thereto. During the term of the escrow, REH has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 38,853,483 shares under applicable securities law and SEC guidance.
- [F3](Continued from footnote 2) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in REH, to the maximum extent permitted by law.
Documents
Issuer
HF Sinclair Corp
CIK 0001915657
Entity typeother
Related Parties
1- filerCIK 0001915451
Filing Metadata
- Form type
- 4
- Filed
- Mar 5, 7:00 PM ET
- Accepted
- Mar 6, 4:05 PM ET
- Size
- 8.0 KB