PBF Energy Inc. - 30 Nov 2022 Form 4 Insider Report for PBF Logistics LP

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
30 Nov 2022, 17:36:39 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Trecia Canty, Senior Vice President, General Counsel, on behalf of PBF Energy Inc.

Key filing fact

PBF Energy Inc. filed Form 4 for PBF Logistics LP on 30 Nov 2022.

Key facts

  • This page summarizes PBF Energy Inc.'s Form 4 filing for PBF Logistics LP.
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 30 Nov 2022, 17:36.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PBFX transaction

Common Unit representing LP interest

Award

Transaction value
Shares
+32,832,175
Change %
+112%
Price
Shares after
62,157,948
Date
30 Nov 2022
Ownership
See Footnotes
Footnotes
F1, F3, F4
PBFX holding

Common Unit representing LP interest

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
627,858
Date
30 Nov 2022
Ownership
See Footnotes
Footnotes
F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

PBF Energy Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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