0001140361-22-043846.txt : 20221130 0001140361-22-043846.hdr.sgml : 20221130 20221130183639 ACCESSION NUMBER: 0001140361-22-043846 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221130 FILED AS OF DATE: 20221130 DATE AS OF CHANGE: 20221130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PBF Energy Inc. CENTRAL INDEX KEY: 0001534504 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36446 FILM NUMBER: 221436660 BUSINESS ADDRESS: STREET 1: 1 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-455-7500 MAIL ADDRESS: STREET 1: 1 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PBF Logistics LP CENTRAL INDEX KEY: 0001582568 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 352470286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE SYLVAN WAY, SECOND FLOOR CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-455-7500 MAIL ADDRESS: STREET 1: ONE SYLVAN WAY, SECOND FLOOR CITY: PARSIPPANY STATE: NJ ZIP: 07054 4 1 form4.xml X0306 4 2022-11-30 true 0001582568 PBF Logistics LP PBFX 0001534504 PBF Energy Inc. ONE SYLVAN WAY, SECOND FLOOR PARSIPPANY NJ 07054 true true Common Unit representing LP interest 2022-11-30 4 A 0 32832175 A 62157948 I See Footnotes Common Unit representing LP interest 627858 I See Footnotes 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. 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. 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. 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. /s/ Trecia Canty, Senior Vice President, General Counsel, on behalf of PBF Energy Inc. 2022-11-30