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PBF Energy Inc. — Director's Dealing 2022
Dec 1, 2022
31241_dirs_2022-11-30_3f32b09d-6cbe-4361-8c29-d3d79dd6c0fc.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: 2022-11-30
Reporting Person: PBF Energy Inc. (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-11-30 | Common Unit representing LP interest | A | 32832175 | — | Acquired | 62157948 | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Unit representing LP interest | 627858 | Indirect |
Footnotes
F1: Pursuant to the Agreement and Plan of Merger dated as of July 27, 2022 by and among PBF Energy Inc. ("PBF Energy"), PBF Energy Company LLC ("PBF LLC"), PBFX Holdings Inc. ("PBFX Holdings"), Riverlands Merger Sub LLC ("Merger Sub"), PBF Logistics LP ("PBFX") and PBF Logistics GP LLC ("PBFX GP"), on November 30, 2022, (i) Merger Sub merged with and into PBFX, with PBFX surviving the merger as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings, and (ii) PBF LLC acquired all of the common units representing limited partner interests in PBFX (the "Common Units") it did not already own.
F2: Pursuant to the Unit Transfer Agreement dated as of November 29, 2022, by and between PBF LLC and PBFX Holdings, PBF LLC transferred to PBFX Holdings 627,858 Common Units for no consideration in a transaction exempt under Rule 16a-13.
F3: PBF Energy 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. PBFX Holdings is a wholly owned subsidiary of PBF LLC. PBF Energy also indirectly owns a non-economic general partner interest in the Issuer through PBFX GP, a wholly owned subsidiary of PBF LLC.
F4: 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.