Thomas J. Nimbley - 30 Nov 2022 Form 4 Insider Report for PBF Logistics LP

Role
Chief Executive Officer, Director
Signature
/s/ Thomas Nimbley by Trecia Canty as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
30 Nov 2022
Net transactions value
$0
Form type
4
Filing time
30 Nov 2022, 17:37:19 UTC
Previous filing
04 Nov 2022
Next filing
06 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PBFX Common Unit representing LP interest Disposed to Issuer -191,862 -100% 0 30 Nov 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PBFX Phantom Unit Disposed to Issuer -5,000 -100% 0 30 Nov 2022 Common Units 5,000 Direct F2, F3
transaction PBFX Phantom Unit Disposed to Issuer -10,000 -100% 0 30 Nov 2022 Common Units 10,000 Direct F2, F4
transaction PBFX Phantom Unit Disposed to Issuer -15,000 -100% 0 30 Nov 2022 Common Units 15,000 Direct F2, F5
transaction PBFX Phantom Unit Disposed to Issuer -20,000 -100% 0 30 Nov 2022 Common Units 20,000 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas J. Nimbley 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 (the "Merger Agreement"), 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, 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 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding common unit representing limited partner interests in PBFX (the "PBFX Common Units") held by the Reporting Person converted into the right to receive: (i) 0.270 of a share of PBF Energy common stock, par value $0.001 per share, and (ii) $9.25 in cash.
F2 Immediately prior to the Effective Time, each of the unvested outstanding phantom units held by the Reporting Person became fully vested and automatically converted into the right to receive an amount in cash equal to the fair market value of one PBFX Common Unit, plus any accrued but unpaid amounts in relation to distribution equivalent rights ("DERs"). The fair market value of one PBFX Common Unit on November 29, 2022 was $20.39. Each phantom unit with DERs represented a contingent right to receive one PBFX Common Unit or, at the election of the Board of Directors of PBFX GP, cash or a combination of the two. DERs shall be settled in cash.
F3 The phantom units were granted on April 29, 2019.
F4 The phantom units were granted on October 26, 2020.
F5 The phantom units were granted on April 26, 2021.
F6 The phantom units were granted on April 25, 2022.

Remarks:

Mr. Nimbley is Chief Executive Officer and a director of PBF Logistics GP LLC. PBF Logistics GP LLC is the general partner of the issuer.