SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Holding Carol

(Last) (First) (Middle)
C/O THE SINCLAIR COMPANIES
550 EAST SOUTH TEMPLE

(Street)
SALT LAKE CITY UT 84102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2022
3. Issuer Name and Ticker or Trading Symbol
HOLLY ENERGY PARTNERS LP [ HEP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 Units 21,000,000 I By The Sinclair Companies(1)(2)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Holding Carol

(Last) (First) (Middle)
C/O THE SINCLAIR COMPANIES
550 EAST SOUTH TEMPLE

(Street)
SALT LAKE CITY UT 84102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sinclair Companies

(Last) (First) (Middle)
550 EAST SOUTH TEMPLE

(Street)
SALT LAKE CITY UT 84102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These units are owned directly by The Sinclair Companies ("TSC") and not Mrs. Holding. TSC is the primary and direct beneficial owner of the units indicated above, and the board of directors of TSC has all voting and investment power with respect to such units (subject to the terms of the escrow described below). Among these units, 5,290,000 units are currently held in escrow for the purpose of securing TSC's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, TSC and the other parties thereto. During the term of the escrow, TSC has voting power but lacks investment power over the escrowed units until any such units are released from the escrow. As a result of her relationship with TSC, Mrs. Holding may be deemed to beneficially own the 21,000,000 units under applicable securities law and SEC guidance.
2. (Continued from Footnote 1) Mrs. Holding, however, does not intend ever to own such units 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 TSC Company, to the maximum extent permitted by law.
Remarks:
The Sinclair Companies, By: Ross Matthews, Chief Operating Officer, /s/ Ross Matthews 03/24/2022
/s/ Carol Orme Holding 03/24/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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