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