Sec Form 13D Filing - REH Co filing for HF Sinclair Corp (DINO) - 2024-06-14

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

HF Sinclair Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

403949100

(CUSIP Number)

REH Advisors Inc.

2800 West Lincolnway

Cheyenne, Wyoming 82009

Attn: General Counsel

with a copy to:

David P. Oelman

Michael S. Telle

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, TX 77002

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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, as amended (the “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. 403949100

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SCHEDULE 13D

This Amendment No. 23 (this “Amendment”) supplements the information set forth in the Schedule 13D originally filed by REH Company (f/k/a The Sinclair Companies), a Wyoming corporation (“REH”), and Carol Orme Holding (“Mrs. Holding”) with the SEC, as amended from time to time (the “Schedule 13D”), relating to the common stock, par value $0.01 per share (“Common Stock”), of HF Sinclair Corporation, a Delaware corporation (the “Issuer”).

The purpose of this Amendment is to report that, in connection with an internal reorganization and pursuant to that certain Agreement and Plan of Merger, dated June 12, 2024 (the “Merger Agreement”), REH became a wholly owned subsidiary of REH Advisors Inc., a Wyoming corporation (“Advisors”), as further described herein. As a result of the Merger (as defined below), Advisors became the sole stockholder of REH and an indirect beneficial owner of the Common Stock directly held by REH. Further in connection with the internal reorganization, on June 14, 2024, REH distributed 16,057,699 shares of Common Stock to Advisors. As a result of such internal reorganization, REH ceased to beneficially own any securities of the Issuer. The internal reorganization resulted in no change to the aggregate number of shares of Common Stock beneficially owned by REH, Mrs. Holding and Advisors, collectively. We refer to Mrs. Holding and Advisors collectively herein as the “Reporting Persons.”

This Amendment serves as an original Schedule 13D filing for Advisors. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 2 of the Schedule 13D is amended and restated as follows:

Item 3 of the Schedule 13D is amended by adding the following description.

On May 29, 2024, REH formed Advisors, as a wholly owned subsidiary, and Advisors formed REH Merger Sub Inc., a Wyoming corporation (“Merger Sub”), as a wholly owned subsidiary. The operating documents of Advisors provide for governance by a board of directors, the composition of which is identical to the board of directors of REH. On June 12, 2024, pursuant to the Merger Agreement, Merger Sub merged with and into REH, with REH surviving the merger as a wholly owned subsidiary of Advisors (the “Merger”). Pursuant to the Merger, REH shareholders received stock in Advisors in exchange for their REH shares on a one for one basis. On June 14, 2024,

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REH distributed all of its Common Stock to Advisors and ceased to beneficially own any securities of the Issuer. On June 14, 2024, Advisors entered into a joinder agreement (the “Joinder Agreement”) to the Stockholders Agreement, dated August 2, 2021, by and between the Issuer, REH and certain other parties thereto (the “Stockholders Agreement”), whereby Advisors became a party to the Stockholders Agreement as a Permitted Transferee (as defined in the Stockholders Agreement).

The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.19 to this Schedule 13D and is incorporated by reference in its entirety herein.

The information contained in the explanatory note and Items 3 and 6 of the Schedule 13D is incorporated herein by reference.

As previously reported, REH and Mrs. Holding have sold their Common Stock from time to time in both open market sales and sales to the Issuer; the Reporting Persons intend to do the same. Subject to the terms of the Stockholders Agreement, the Reporting Persons expect to continue to engage in such sales (with a strong preference for sales to the Issuer), but the Reporting Persons may both acquire additional Common Stock or dispose of any or all of the Common Stock, in each case, depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Persons evaluate their investments in the Common Stock on a continual basis.

Additionally, while the Reporting Persons reserve the right to make sales from time to time, it is their intent as of the date of this Amendment to maintain such sufficient ownership of the Issuer’s Common Stock so the Reporting Persons retain the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement. The Reporting Persons may, at any time and from time to time, review or reconsider such position.

(a.) – (b.) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons and REH (on the basis of a total of 192,157,440 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2024, less the Common Stock acquired by the Issuer pursuant to the Eighteenth Repurchase Transaction) are as follows:

Percentage: 0%

Percentage: 8.4%

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Percentage: 8.4%

The shares set forth above are directly owned by Advisors and not Mrs. Holding. Advisors is the primary and direct beneficial owner of the shares indicated above, and the board of directors of Advisors has all voting and investment power with respect to such shares. However, as a result of her relationship with Advisors, Mrs. Holding may be deemed to also beneficially own such shares under applicable securities law and SEC guidance. Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership to the maximum extent permitted by law.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.2, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(c.) To the best knowledge of the Reporting Persons and REH, no transactions were effected by the Reporting Persons or REH during the past 60 days other than the transactions described herein and the transaction pursuant to the Stock Purchase Agreement, dated May 14, 2024, by and between the Issuer and REH, whereby the Issuer repurchased 1,348,435 shares of Common Stock, for $55.62 per share, for the aggregate purchase price of $74,999,955 in a privately negotiated transaction (the “Eighteenth Repurchase Transaction”).

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons, other than as described herein.

(e.) The information contained in the explanatory note and Item 3 of this Amendment is incorporated herein by reference.

The information contained in the explanatory note and Items 3 and 4 of the Schedule 13D is incorporated herein by reference.

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SIGNATURES

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

June 14, 2024

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