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PBF Energy Inc. Director's Dealing 2015

May 14, 2015

31241_dirs_2015-05-14_ebb94e3c-9fd6-4f19-80b5-68704f665cc5.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: 2015-05-14

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-14 Common Units representing limited partner interests J 1288420 $23.67 Acquired 2572944 Indirect

Footnotes

F1: In connection with the closing of the transactions contemplated by the Contribution Agreement dated as of May 5, 2015, by and between the Issuer and PBF Energy Company LLC ("PBF LLC"), PBF LLC contributed to the Issuer all of the equity interests of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, for total consideration payable to PBF LLC of $143 million, consisting of $112.5 million of cash and 1,288,420 common units of the Issuer.

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. 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, and through PBF LLC indirectly owns the Issuer's incentive distribution rights.

F3: The reporting person disclaims beneficial ownership of all common 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.