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PBF Energy Inc. Director's Dealing 2015

Feb 9, 2015

31241_dirs_2015-02-09_19e0cee4-f9ee-4169-965a-965fad6dff9c.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2015-02-01

Reporting Person: Davis Paul T (Vice President)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $24.43 2024-10-29 Class A Common Stock (50000) Direct
Employee Stock Options (right to buy) $26.08 2023-10-29 Class A Common Stock (50000) Direct
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 options to purchase shares of Class A Common Stock. The options will vest in four equal annual installments beginning on October 29, 2015.

F2: Represents options to purchase shares of Class A Common Stock. The options vest in four equal annual installments beginning on October 29, 2014.

F3: 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.

F4: Represents options to purchase shares of Class A Common Stock. The options vest in four equal installments beginning on 12/12/2013.