PBF Energy Inc. — Director's Dealing 2013

May 22, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2013-05-13

Reporting Person: Davis Paul T (Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	141	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Unit Options	$12.55	2022-06-29	Class A Common Stock (25000)		Direct
Employee Stock Options (right to buy)	$26.00	2022-12-12	Class A Common Stock (30000)		Direct

Footnotes

F1: Represents number of shares of Class A Common Stock acquired under PBF Energy Inc.'s 401(k) Plan as of May 13, 2013 per Vanguard records.

F2: Represents options to purchase Series A Units of PBF Energy Company LLC. The options vest in three equal annual installments beginning on June 29, 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. issued in connection with the Series A Units of PBF Energy Company LLC will be automatically and correspondingly reduced. The Class B Common Stock will entitle the reporting person to one vote for each Series A Unit of PBF Energy Company LLC held by such reporting person.

F3: Represents options to purchase shares of Class A Common Stock. The options will vest in four equal annual installments beginning on 12/12/2013.