PBF Energy Inc. - Nov 30, 2022 Form 4 Insider Report for PBF Logistics LP (PBFX)

Role: Director, 10%+ Owner
Signature: /s/ Trecia Canty, Senior Vice President, General Counsel, on behalf of PBF Energy Inc.
Stock symbol: PBFX
Transactions as of: Nov 30, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/30/2022, 05:36 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PBFX	Common Unit representing LP interest	Award		+32.8M	+111.96%		62.2M	Nov 30, 2022	See Footnotes	F1, F3, F4
holding	PBFX	Common Unit representing LP interest						628K	Nov 30, 2022	See Footnotes	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

PBF Energy Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger dated as of July 27, 2022 by and among PBF Energy Inc. ("PBF Energy"), PBF Energy Company LLC ("PBF LLC"), PBFX Holdings Inc. ("PBFX Holdings"), Riverlands Merger Sub LLC ("Merger Sub"), PBF Logistics LP ("PBFX") and PBF Logistics GP LLC ("PBFX GP"), on November 30, 2022, (i) Merger Sub merged with and into PBFX, with PBFX surviving the merger as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings, and (ii) PBF LLC acquired all of the common units representing limited partner interests in PBFX (the "Common Units") it did not already own.
F2	Pursuant to the Unit Transfer Agreement dated as of November 29, 2022, by and between PBF LLC and PBFX Holdings, PBF LLC transferred to PBFX Holdings 627,858 Common Units for no consideration in a transaction exempt under Rule 16a-13.
F3	PBF Energy is the sole managing member of PBF LLC and operates and controls all of PBF LLC's business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBFX Holdings is a wholly owned subsidiary of PBF LLC. PBF Energy also indirectly owns a non-economic general partner interest in the Issuer through PBFX GP, a wholly owned subsidiary of PBF LLC.
F4	The reporting person disclaims beneficial ownership of all Common Units reported herein in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.