Edgar Filing: HESS CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Truelove Brian D.

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2014

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

(Last)

(First)

(Middle)

1185 AVENUE OF THE AMERICAS

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10036

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1.00 par value	15,001	D ⁽¹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
2014 Performance Share Unit ⁽²⁾	03/04/2014	Â ⁽³⁾	Common Stock, $1.00 par value	6,952 ⁽²⁾	$ 0	D	Â
Option to purchase Common Stock	02/02/2014	02/02/2021	Common Stock, $1.00 par value	2,515	$ 83.88	D	Â
2013 Performance Share Unit ⁽⁴⁾	03/06/2013	Â ⁽³⁾	Common Stock, $1.00 par value	3,126 ⁽⁴⁾	$ 0	D	Â
Option to purchase Common Stock	02/02/2013	02/02/2021	Common Stock, $1.00 par value	2,015	$ 83.88	D	Â
Performance Share Unit ⁽⁵⁾	03/07/2012	Â ⁽³⁾	Common Stock, $1.00 par value	4,097 ⁽⁵⁾	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Truelove Brian D. 1185 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10036	Â	Â	Â Senior Vice President	Â

Signatures

George C. Barry for Brian D. Truelove		12/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	These shares are held in escrow pursuant to the Corporation's 2008 Long Term Incentive Plan. The reporting person has only voting power of these shares until lapsing of the period set by the Committee administering the Plan at which time the shares plus accrued dividends will be delivered to the reporting person if he is still an employee of the Corporation.
(2)	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 sharholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2016, as more particularly described in the applicable award agreement.
(3)	Not applicable
(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 sharholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2015, as more particularly described in the applicable award agreement.
(5)	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 sharholder return of Hess common stock compared with that of its peers over a three year performance period ending December 31, 2014, as more particularly described in the applicable award agreement.

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