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PBF Energy Inc. Director's Dealing 2016

Jul 5, 2016

31241_dirs_2016-07-05_ab3587b0-6eae-4827-a64d-c7ee0b4934a4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PBF Energy Inc. (PBF)
CIK: 0001534504
Period of Report: 2016-06-30

Reporting Person: Young C Erik (Chief Financial Officer, SVP)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-06-30 Unit Options $10.00 M 7500 Disposed 2021-03-04 Class A Common Stock (7500) Direct
2016-06-30 Series A Units of PBF Energy Company LLC $ M 7500 Acquired Class A Common Stock (7500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class B Common Stock 1 Direct
Class A Common Stock 40000 Direct

Footnotes

F1: The Class B Common Stock entitles the reporting person to one vote for each Series A Unit of PBF Energy Company LLC held by such reporting person.

F2: Represents options to purchase Series A Units of PBF Energy Company LLC. The options vested in three equal annual installments beginning on March 4, 2012. 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.

F3: 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.