PBF Energy Inc. — Director's Dealing 2014

Aug 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2014-08-01

Reporting Person: Abraham Spencer (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-01	Class A Common Stock	A	3758	$0.00	Acquired	8203	Direct
2014-08-01	Class A Common Stock	F	1156	$26.61	Disposed	7047	Direct
2014-08-01	Class A Common Stock	F	342	$26.61	Disposed	6705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-01	Series A Units of PBF Energy Company LLC	$	F	817	Disposed	2014-08-01	Class A Common Stock (817)	Direct

Footnotes

F1: Constitutes restricted stock issued under the 2012 Equity Incentive Plan.

F2: 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. On August 1, 2014, the closing price of Class A Common Stock of PBF Energy Inc. was $26.61 per share.