SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Hess Corporation

(Name of Issuer)
 

Common Stock, par value $1.00 per share

(Title of Class of Securities)
 

42809H107

(CUSIP Number)
 

December 31, 2018

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 42809H107

13G/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

9,643,893 (including 356,900 shares of Common Stock issuable upon exercise of options)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

9,643,893 (including 356,900 shares of Common Stock issuable upon exercise of options)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,643,893 (including 356,900 shares of Common Stock issuable upon exercise of options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.3%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 42809H107

13G/APage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,826,107 (including 168,100 shares of Common Stock issuable upon exercise of options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,826,107 (including 168,100 shares of Common Stock issuable upon exercise of options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,826,107 (including 168,100 shares of Common Stock issuable upon exercise of options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.3%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 42809H107

13G/APage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,826,107 (including 168,100 shares of Common Stock issuable upon exercise of options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,826,107 (including 168,100 shares of Common Stock issuable upon exercise of options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,826,107 (including 168,100 shares of Common Stock issuable upon exercise of options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.3%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 42809H107

13G/APage 5 of 9 Pages

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2018:

   
Item 1 (a). NAME OF ISSUER
  Hess Corporation  (the "Issuer")
   
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  1185 Avenue of the Americas
  New York, New York 10036
   
Item 2 (a). NAME OF PERSON FILING
   
  The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott Associates"), Elliott International, L.P. ("Elliott International") and its wholly-owned subsidiaries and Elliott International Capital Advisors Inc. ("International Advisors" and collectively with Elliott Associates and Elliott International, the "Reporting Persons").  Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott Associates.  Hambledon, Inc. ("Hambledon") is the general partner of Elliott International.  International Advisors is the investment manager for Elliott International.  International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Common Stock.
   
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The business address of Elliott Associates, International Advisors, Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.
   
  The business address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
   
Item 2(c). CITIZENSHIP
   
  Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.
   
  Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies.
   
  International Advisors is a corporation formed under the laws of the State of Delaware.
   
  Special GP is a limited liability company formed under the laws of the State of Delaware.
   
  Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies.
   
  Singer is a U.S. citizen.

 

 

CUSIP No. 42809H107

13G/APage 6 of 9 Pages

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $1.00 per share (the "Common Stock")
   
Item 2(e). CUSIP NUMBER
   
  42809H107
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: _______________________________________
   
Item 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)        Amount beneficially owned:
Elliott Associates individually beneficially owns 9,643,893 shares of Common Stock, including 356,900 shares of Common Stock issuable upon exercise of options, and including 4,791,568 shares of Common Stock through The Liverpool Limited

 

CUSIP No. 42809H107

13G/APage 7 of 9 Pages

 

 

Partnership, a Bermuda limited partnership that is a wholly-owned subsidiary of Elliott Associates ("Liverpool").

Elliott International and International Advisors together beneficially own the 12,826,107 shares of Common Stock held by Elliott International, including 168,100 shares of Common Stock issuable upon exercise of options.

Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 22,470,000 shares of Common Stock, including 525,000 shares of Common Stock issuable upon exercise of options.

 

(b)        Percent of class:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 296,253,136 shares of Common Stock outstanding as of September 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed with the Securities and Exchange Commission on November 9, 2018.

Elliott Associates beneficially owned 3.3% of the outstanding shares of Common Stock.

Elliott International and International Advisors owned approximately 4.3% of the outstanding shares of the Common Stock.

Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership constituted approximately 7.6% of the outstanding shares of Common Stock.

 

(c)        Number of shares as to which such person has:

(i)         Sole power to vote or to direct the vote

Elliott Associates has sole power to vote or direct the vote of 9,643,893 share of Common Stock, including 356,900 shares of Common Stock issuable upon exercise of options.

 

(ii)        Shared power to vote or to direct the vote

Elliott International and International Advisors together have shared power to vote or direct the vote of 12,826,107 shares of Common Stock, including 168,100 shares of Common Stock issuable upon exercise of options.

 

(iii)       Sole power to dispose or to direct the disposition of

Elliott Associates has sole power to dispose or direct the disposition of 9,643,893 shares of Common Stock, including 356,900 shares of Common Stock issuable upon exercise of options.

 

 

CUSIP No. 42809H107

13G/APage 8 of 9 Pages

 

 

(iv)       Shared power to dispose or to direct the disposition of

Elliott International and International Advisors together have shared power to dispose or direct the disposition of 12,826,107 shares of Common Stock, including 168,100 shares of Common Stock issuable upon exercise of options.

   
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.  
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Elliott Associates holds 4,791,568 shares of Common Stock through Liverpool.
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  See Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2014.
   
Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
Item 10. CERTIFICATION
   
  Not applicable.
   
   
   
   
   

 

 

CUSIP No. 42809H107

13G/APage 9 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2019

 

ELLIOTT ASSOCIATES, L.P.    
By: Elliott Capital Advisors, L.P., as General Partner    
By: Braxton Associates, Inc., as General Partner    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
ELLIOTT INTERNATIONAL, L.P.    
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President