James E. Fedena - 30 Nov 2022 Form 4 Insider Report for PBF Logistics LP

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
30 Nov 2022, 17:37:38 UTC
Prior SEC filing
28 Oct 2022
Next SEC filing
02 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ James Fedena by Trecia Canty as Attorney-in-Fact

Key filing fact

James E. Fedena filed Form 4 for PBF Logistics LP on 30 Nov 2022.

Key facts

  • This page summarizes James E. Fedena's Form 4 filing for PBF Logistics LP.
  • 5 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 30 Nov 2022, 17:37.

Change

  • Previous filing in this sequence was filed on 28 Oct 2022.
  • 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

Disposed to Issuer

Transaction value
Shares
-91,690
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
Direct
Footnotes
F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PBFX transaction Derivative

Phantom Unit

Disposed to Issuer

Transaction value
Shares
-1,875
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
Direct
Underlying class
Common Units
Underlying amount
1,875
Exercise price
Footnotes
F2, F3
PBFX transaction Derivative

Phantom Unit

Disposed to Issuer

Transaction value
Shares
-3,750
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
Direct
Underlying class
Common Units
Underlying amount
3,750
Exercise price
Footnotes
F2, F4
PBFX transaction Derivative

Phantom Unit

Disposed to Issuer

Transaction value
Shares
-5,625
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
Direct
Underlying class
Common Units
Underlying amount
5,625
Exercise price
Footnotes
F2, F5
PBFX transaction Derivative

Phantom Unit

Disposed to Issuer

Transaction value
Shares
-12,500
Change %
-100%
Price
Shares after
0
Date
30 Nov 2022
Ownership
Direct
Underlying class
Common Units
Underlying amount
12,500
Exercise price
Footnotes
F2, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James E. Fedena is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote F3

The phantom units were granted on April 29, 2019.

Footnote F4

The phantom units were granted on October 26, 2020.

Footnote F5

The phantom units were granted on April 26, 2021.

Footnote F6

The phantom units were granted on April 25, 2022.

SEC remarks

Mr. Fedena is Senior Vice President of PBF Logistics GP LLC. PBF Logistics GP LLC is the general partner of the issuer.

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