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PBF Energy Inc. — Director's Dealing 2014
May 15, 2014
31241_dirs_2014-05-15_ab8770d3-e7e9-41b1-b502-72b2a43bb18e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: PBF Logistics LP (PBFX)
CIK: 0001582568
Period of Report: 2014-05-14
Reporting Person: PBF Energy Inc. (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2014-05-14 | Common Units representing limited partner interests | J | 74053 | — | Acquired | 74053 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-05-14 | Subordinated Units representing limited partner interests | $ | J | 15886553 | Acquired | Common Units representing limited partner interests (15886553) | Indirect |
Footnotes
F1: In connection with the closing of the initial public offering of the Issuer (the "Offering"), PBF Holding Company LLC ("PBF Holding"), a wholly owned subsidiary of PBF Energy Company LLC ("PBF LLC"), pursuant to the Contribution and Conveyance Agreement (a) contributed certain assets to the Issuer in exchange for, among other things, 74,053 common units and 15,886,553 subordinated units representing an aggregate 50.2% limited partner interest in the Issuer and (b) distributed to PBF LLC, among other things, (i) its interest in PBF Logistics GP LLC, the general partner of the Issuer and (ii) the common units and subordinated units. PBF Energy Inc. also indirectly owns a non-economic general partner interest in the Issuer through PBF Logistics GP LLC, a wholly owned subsidiary of PBF LLC.
F2: PBF Energy Inc. is the sole managing member of PBF LLC and operates and controls all of PBF LLC's business and affairs and consolidates the financial results of PBF LLC and its subsidiaries.
F3: The reporting person disclaims beneficial ownership of all common units and subordinated units reported herein in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F4: The subordinated units may convert into common units on a one-for-one basis as described in the Issuer's Registration Statement on Form S-1 (Registration No 333-195024).