X0306
4
2013-06-12
0
0001534504
PBF Energy Inc.
PBF
0001562874
Blackstone Management Associates V USS L.L.C.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001562873
Blackstone PB Capital Partners V Subsidiary, LLC
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001564039
Blackstone PB Capital Partners V-AC L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001564049
Blackstone Family Investment Partnership V USS L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001564056
Blackstone Family Investment Partnership V-A USS SMD L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001564066
Blackstone Participation Partnership V USS L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001564083
BCP V USS Side-by-Side GP L.L.C.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001404964
BLACKSTONE FAMILY GP LLC
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001562875
Blackstone PB Capital Partners V L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001562851
BMA V USS L.L.C.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Class A Common Stock
2013-06-12
4
C
0
6600828.15
A
6600828.15
I
See Footnotes
Class A Common Stock
2013-06-12
4
S
0
6600828.15
26.19
D
0
I
See Footnotes
Class A Common Stock
2013-06-12
4
C
0
1182772.48
A
1182772.48
I
See Footnotes
Class A Common Stock
2013-06-12
4
S
0
1182772.48
26.19
D
0
I
See Footnotes
Class A Common Stock
2013-06-12
4
C
0
36408.23
A
36408.23
I
See Footnotes
Class A Common Stock
2013-06-12
4
S
0
36408.23
26.19
D
0
I
See Footnotes
Class A Common Stock
2013-06-12
4
C
0
138262.76
A
138262.76
I
See Footnotes
Class A Common Stock
2013-06-12
4
S
0
138262.76
26.19
D
0
I
See Footnotes
Class A Common Stock
2013-06-12
4
C
0
16728.38
A
16728.38
I
See Footnotes
Class A Common Stock
2013-06-12
4
S
0
16728.38
26.19
D
0
I
See Footnotes
Series A Units of PBF Energy
2013-06-12
4
C
0
6600828.15
0
D
Class A Common Stock
6600828.15
21439097.90
I
See Footnotes
Series A Units of PBF Energy
2013-06-12
4
C
0
1182772.48
0
D
Class A Common Stock
1182772.48
3841574.77
I
See Footnotes
Series A Units of PBF Energy
2013-06-12
4
C
0
36408.23
0
D
Class A Common Stock
36408.23
118251.78
I
See Footnotes
Series A Units of PBF Energy
2013-06-12
4
C
0
138262.76
0
D
Class A Common Stock
138262.76
449069.25
I
See Footnotes
Series A Units of PBF Energy
2013-06-12
4
C
0
16728.38
0
D
Class A Common Stock
16728.38
54332.79
I
See Footnotes
Pursuant to an exchange agreement the Series A Units of PBF Energy Company LLC (the "PBF LLC Series A Units") are exchangeable at any time for shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") of PBF Energy Inc. (the "Issuer") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the Reporting Person exchanges the PBF LLC Series A Units for shares of Class A Common Stock pursuant to the exchange agreement, the voting power afforded to the Reporting Person by its share of Class B Common Stock of PBF Energy Inc. will be automatically and correspondingly reduced.
This amount represents the $27.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.81 per share of Class A Common Stock.
The Blackstone Vehicles (as hereinafter defined) are comprised of the following entities: Blackstone PB Capital Partners V Subsidiary L.L.C. ("BPBCP V"), Blackstone PB Capital Partners V-AC L.P. ("BPBCP V-AC"), Blackstone Family Investment Partnership V USS L.P. ("BFIP V"), Blackstone Family Investment Partnership V-A USS SMD L.P. ("BFIP V-A"), and Blackstone Participation Partnership V USS L.P. ("BPP V", and together with BPBCP V, BPBCP V-AC, BFIP V and BFIP V-A, the "Blackstone Vehicles").
Represents securities which are directly held by BPBCP V.
Represents securities which are directly held by BPBCP V-AC.
Represents securities which are directly held by BFIP V.
Represents securities which are directly held by BFIP V-A.
Represents securities which are directly held by BPP V.
Blackstone PB Capital Partners V L.P. is the sole member of BPBCP V. Blackstone Management Associates V USS L.L.C. ("BMA") is the general partner of each of Blackstone PB Capital Partners V L.P. and BPBCP V-AC. BMA V USS L.L.C. is the sole member of BMA. BCP V USS Side-by-Side GP L.L.C. ("BCP V GP L.L.C.") is the general partner of BFIP V and BPP V. Blackstone Holdings II L.P. holds the majority of membership interests in BMA V USS L.L.C. and is the sole member of BCP V GP L.L.C.
The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of BFIP V-A is Blackstone Family GP L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
Due to the limitations of the electronic filing system Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing a separate Form 4.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of such Reporting Persons may be deemed to beneficially own the securities beneficially owned by the Blackstone Vehicles directly or indirectly controlled by it or him, but each of the Reporting Persons, other than the Blackstone Vehicles as to their direct holdings of securities, disclaims beneficial ownership of the securities held by the Blackstone Vehicles except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than the Blackstone Vehicles as to their direct holdings of securities, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
/s/ BLACKSTONE PB CAPITAL PARTNERS V SUBSIDIARY L.L.C., By: Blackstone PB Capital Partners V L.P., its sole member, By: Blackstone Management Associates V USS L.L.C., its general partner, By: BMA V USS L.L.C., its sole member, By: /s/ John G. Finley
2013-06-14
/s/ BLACKSTONE PB CAPITAL PARTNERS V-AC L.P., By: Blackstone Management Associates V USS L.L.C., its general partner, By: BMA V USS L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V USS L.P., By: BCP V USS Side-by-Side GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-A USS SMD L.P. By: Blackstone Family GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BLACKSTONE PARTICIPATION PARTNERSHIP V USS L.P., By: BCP V USS Side-by-Side GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BCP V USS SIDE-BY-SIDE GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BLACKSTONE FAMILY GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BLACKSTONE PB CAPITAL PARTNERS V L.P., By: Blackstone Management Associates V USS L.L.C., its general partner, By: BMA V USS L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BLACKSTONE MANAGEMENT ASSOCIATES V USS L.L.C., By: BMA V USS L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14
/s/ BMA V USS L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2013-06-14