PBF Energy Inc. — Director's Dealing 2012

Dec 13, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2012-12-13

Reporting Person: O MALLEY THOMAS D (Director, Executive Chairman)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1	Direct
Class B Common Stock	1	Indirect
Class B Common Stock	1	Indirect
Class B Common Stock	1	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Units of PBF Energy Company LLC	$		Class A Common Stock (2971800.4)		Direct
Series A Units of PBF Energy Company LLC	$		Class A Common Stock (131264.42)		Indirect
Series A Units of PBF Energy Company LLC	$		Class A Common Stock (230000)		Indirect
Series A Units of PBF Energy Company LLC	$		Class A Common Stock (270000)		Indirect

Footnotes

F1: The Class B Common Stock entitles the holder to one vote for each Series A Unit of PBF Energy Company LLC held by such holder.

F2: Owned by Horse Island Partners LLC. The reporting person is the Managing Partner of Horse Island Partners and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.

F3: Owned by Argus Energy Corporation. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.

F4: Owned by Argus Investments Inc. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.

F5: Pursuant to an exchange agreement the Series A Units of PBF Energy Company LLC are exchangeable at any time for shares of Class A Common Stock of PBF Energy Inc. on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Series A Units of PBF Energy Company LLC for shares of Class A Common Stock of PBF Energy Inc. pursuant to the exchange agreement, the voting power afforded to the holder by its shares of Class B Common Stock of PBF Energy Inc. will be automatically and correspondingly reduced.