0001140361-22-043843.txt : 20221130
0001140361-22-043843.hdr.sgml : 20221130
20221130183622
ACCESSION NUMBER: 0001140361-22-043843
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: Ziemba Lawrence Michael
CENTRAL INDEX KEY: 0001547334
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36446
FILM NUMBER: 221436656
MAIL ADDRESS:
STREET 1: 600 NORTH DAIRY ASHFORD
CITY: HOUSTON
STATE: TX
ZIP: 77079
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
0001547334
Ziemba Lawrence Michael
ONE SYLVAN WAY, SECOND FLOOR
PARSIPPANY
NJ
07054
true
Common Unit representing LP interest
2022-11-30
4
D
0
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D
0
D
Phantom Unit
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4
D
0
1235
D
Common Units
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0
D
Phantom Unit
2022-11-30
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D
0
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D
Common Units
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0
D
Phantom Unit
2022-11-30
4
D
0
2587
D
Common Units
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0
D
Phantom Unit
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4
D
0
3296
D
Common Units
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0
D
Pursuant to the Agreement and Plan of Merger dated as of July 27, 2022 (the "Merger Agreement"), 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, 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 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding common unit representing limited partner interests in PBFX (the "PBFX Common Units") held by the Reporting Person converted into the right to receive: (i) 0.270 of a share of PBF Energy common stock, par value $0.001 per share, and (ii) $9.25 in cash.
Immediately prior to the Effective Time, each of the unvested outstanding phantom units held by the Reporting Person became fully vested and automatically converted into the right to receive an amount in cash equal to the fair market value of one PBFX Common Unit, plus any accrued but unpaid amounts in relation to distribution equivalent rights ("DERs"). The fair market value of one PBFX Common Unit on November 29, 2022 was $20.39. Each phantom unit with DERs represented a contingent right to receive one PBFX Common Unit or, at the election of the Board of Directors of PBFX GP, cash or a combination of the two. DERs shall be settled in cash.
The phantom units were granted on January 1, 2020.
The phantom units were granted on July 1, 2020.
The phantom units were granted on April 26, 2021.
The phantom units were granted on April 25, 2022.
The reporting person is a director of PBF Logistics GP LLC. PBF Logistics GP LLC is the general partner of the issuer.
/s/ Lawrence Ziemba by Trecia Canty as Attorney-in-Fact
2022-11-30