PBF Energy Inc. — Director's Dealing 2015

Aug 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2015-08-01

Reporting Person: Abraham Spencer (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-01	Class A Common Stock	A	3960	$0.00	Acquired	10665	Direct
2015-08-01	Class A Common Stock	F	1560	$31.57	Disposed	9105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-01	Series A Units of PBF Energy Company LLC	$	F	816	Disposed	2015-08-01	Class A Common Stock (816)	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 July 31, 2015, the closing price of Class A Common Stock of PBF Energy Inc. was $31.57 per share.