PBF Energy Inc. — Director's Dealing 2013

Jun 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2013-06-12

Reporting Person: First Reserve GP XII Ltd (10% Owner)
Reporting Person: FR PBF Holdings LLC (10% Owner)
Reporting Person: FR PBF Holdings II LLC (10% Owner)
Reporting Person: FR XII PBF Holdings LLC (10% Owner)
Reporting Person: FR XII PBF AIV, L.P. (10% Owner)
Reporting Person: FR XII-A PBF AIV, L.P. (10% Owner)
Reporting Person: First Reserve GP XII, LP (10% Owner)
Reporting Person: MACAULAY WILLIAM E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-12	Class A Common Stock	C	1971421.97	—	Acquired	1971421.97	Indirect
2013-06-12	Class A Common Stock	S	1971421.97	$26.19	Disposed	0	Indirect
2013-06-12	Class A Common Stock	C	6003578.03	—	Acquired	6003578.03	Indirect
2013-06-12	Class A Common Stock	S	6003578.03	$26.19	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-12	Series A Units of PBF Energy	$	C	1971421.97	Disposed		Class A Common Stock (1971421.97)	Indirect
2013-06-12	Series A Units of PBF Energy	$	C	6003578.03	Disposed		Class A Common Stock (6003578.03)	Indirect

Footnotes

F1: Pursuant to an exchange agreement the Series A Units of PBF Energy Company LLC (the "PBF LLC Series A Units") are exchangeable at any time for shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") of PBF Energy Inc. (the "Issuer") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the Reporting Person exchanges the PBF LLC Series A Units for shares of Class A Common Stock pursuant to the exchange agreement, the voting power afforded to the Reporting Person by its share of Class B Common Stock of PBF Energy Inc. will be automatically and correspondingly reduced.

F2: This amount represents the $27.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.81 per share of Class A Common Stock.

F3: The First Reserve Vehicles (as hereinafter defined) are comprised of FR PBF Holdings LLC and FR PBF Holdings II LLC (the "First Reserve Vehicles").

F4: Represents securities which are directly held by FR PBF Holdings LLC.

F5: Represents securities which are directly held by FR PBF Holdings II LLC.

F6: FR XII PBF Holdings LLC is the sole member of each of the First Reserve Vehicles. FR XII PBF AIV, L.P. ("FR XII") and FR XII-A PBF AIV, L.P. ("FR XII-A") are the managing members of FR XII PBF Holdings LLC. First Reserve GP XII, L.P. is the general partner of FR XII and FR XII-A. First Reserve GP XII Limited is the general partner of First Reserve GP XII, L.P. William E. Macaulay is a director of First Reserve GP XII Limited and has the right to appoint a majority of the directors of its board.

F7: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F8: Each of such Reporting Persons may be deemed to beneficially own the securities beneficially owned by the First Reserve Vehicles directly or indirectly controlled by it or him, but each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of securities, disclaims beneficial ownership of the securities held by the First Reserve Vehicles except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of securities, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.