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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposed to Issuer
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Additional SEC filing notes
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.
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.