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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Award
No transaction description listed
Additional SEC filing notes
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.
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.