PBF Energy Inc. — Director's Dealing 2013

Sep 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2013-09-25

Reporting Person: LUCEY DONALD (Chief Operating Officer, EVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-25	Warrants to purchase Series A Units, PBF Energy Company LLC	$10.00	M	15000	Disposed	2020-06-01	Class A Common Stock (15000)	Direct
2013-09-25	Warrants to purchase Series A Units, PBF Energy Company LLC	$10.00	M	10000	Disposed	2020-12-17	Class A Common Stock (10000)	Direct
2013-09-25	Series A Units of PBF Energy Company LLC	$	M	25000	Acquired		Class A Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1	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: Compensatory warrants to purchase Series A Units of PBF Energy Company LLC were granted to the reporting person on June 1, 2010, were fully vested at the time of grant and became fully exercisable at the time of the initial public offering of PBF Energy Inc. 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 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.

F3: Compensatory warrants to purchase Series A Units of PBF Energy Company LLC were granted to the reporting person on December 17, 2010, were fully vested at the time of grant and became fully exercisable at the time of the initial public offering of PBF Energy Inc. 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 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.

F4: 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 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.