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: Abraham Spencer (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Units of PBF Energy Company LLC	$		Class A Common Stock (7968)		Direct

Footnotes

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

F2: Restricted Series A Units of PBF Energy Company LLC which vest in three equal annual installments beginning on August 1, 2013. Pursuant to an exchange agreement the vested 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 reporting person 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 reporting person by his share of Class B Common Stock of PBF Energy Inc. will be automatically and correspondingly reduced.