0001140361-22-043844.txt : 20221130 0001140361-22-043844.hdr.sgml : 20221130 20221130183630 ACCESSION NUMBER: 0001140361-22-043844 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: Young C Erik CENTRAL INDEX KEY: 0001602972 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36446 FILM NUMBER: 221436657 MAIL ADDRESS: STREET 1: C/O PBF ENERGY INC. STREET 2: 1 SYLVAN WAY, SECOND FLOOR 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 0001602972 Young C Erik ONE SYLVAN WAY, SECOND FLOOR PARSIPPANY NJ 07054 true true SVP & Chief Financial Officer Common Unit representing LP interest 2022-11-30 4 D 0 51813 D 0 D Phantom Unit 2022-11-30 4 D 0 3125 D Common Units 3125 0 D Phantom Unit 2022-11-30 4 D 0 6250 D Common Units 6250 0 D Phantom Unit 2022-11-30 4 D 0 9375 D Common Units 9375 0 D Phantom Unit 2022-11-30 4 D 0 12500 D Common Units 12500 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 April 29, 2019. The phantom units were granted on October 26, 2020. The phantom units were granted on April 26, 2021. The phantom units were granted on April 25, 2022. Mr. Young is Senior Vice President, Chief Financial Officer and a director of PBF Logistics GP LLC. PBF Logistics GP LLC is the general partner of the issuer. /s/ C. Erik Young by Trecia Canty as Attorney-in-Fact 2022-11-30