PBF Energy Inc. — Director's Dealing 2014

May 8, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PBF Logistics LP (PBFX)
CIK: 0001582568
Period of Report: 2014-05-08

Reporting Person: PBF Energy Inc. (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units representing limited partner interests	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Subordinated Units representing limited partner interests	$		Common Units representing limited partner interests (0)		Indirect

Footnotes

F1: This Form 3 is being filed by PBF Energy Inc. ("PBF Energy") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-195024) (the "Registration Statement"). PBF Energy is the sole managing member of PBF Energy Company LLC ("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.

F2: As described in the Registration Statement, in connection with the initial public offering of the Issuer (the "Offering"), PBF Holding Company LLC ("PBF Holding"), a wholly owned subsidiary of PBF LLC, pursuant to the Contribution and Conveyance Agreement entered into prior to the effectiveness of the Registration Statement, has agreed to contribute certain assets to the Issuer at the closing of the Offering in exchange for, among other things, (i) 74,053 common units and 15,886,553 subordinated units representing an aggregate 50.2% limited partner interest in the Issuer and (ii) the right to receive up to an additional 2,062,500 common units representing up to an additional 6.5% limited partner interest in the Issuer, depending on whether the underwriters' option to purchase additional units is exercised.

F3: As described in the Registration Statement, in connection with the Offering, PBF Holding has agreed to distribute to PBF LLC, among other things, (i) its interest in PBF Logistics GP LLC, the general partner of the Issuer, (ii) the common units and subordinated units, and (iii) the right to receive additional common units depending on whether the underwriters' option to purchase additional units is exercised. PBF Energy also indirectly owns a non-economic general partner interest in the Issuer through PBF Logistics GP LLC, a wholly owned subsidiary of PBF LLC.

F4: 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.

F5: As described in the Registration Statement, in connection with the Offering, the Issuer has granted the underwriters a 30-day over allotment option to purchase an additional 2,062,500 common units. In the event that the underwriters do not exercise the option or exercise it for less than all of the 2,062,500 common units, any remaining common units not purchased by the underwriters pursuant to any exercise of the option will be issued to PBF Energy (through its ownership in PBF LLC), at the expiration of the option period for no additional consideration.

F6: The subordinated units may convert into common units on a one-for-one basis as described in the Registration Statement.