X0306 4 2014-06-17 1 0001534504 PBF Energy Inc. PBF 0001544731 First Reserve GP XII Ltd ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001563207 FR PBF Holdings LLC ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001563206 FR PBF Holdings II LLC ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001563240 FR XII PBF Holdings LLC ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001563205 FR XII PBF AIV, L.P. ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001563241 FR XII-A PBF AIV, L.P. ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001544730 First Reserve GP XII, LP ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0000908428 MACAULAY WILLIAM E ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 Class A Common Stock 2014-06-17 4 C 0 694301.69 A 694301.69 I See Footnotes Class A Common Stock 2014-06-17 4 S 0 694301.69 29.75 D 0 I See Footnotes Class A Common Stock 2014-06-17 4 C 0 2114359.31 A 2114359.31 I See Footnotes Class A Common Stock 2014-06-17 4 S 0 2114359.31 29.75 D 0 I See Footnotes Series A Units of PBF Energy 2014-06-17 4 C 0 694301.69 0.00 D Class A Common Stock 694301.69 146754.27 I See Footnotes Series A Units of PBF Energy 2014-06-17 4 C 0 2114359.31 0.00 D Class A Common Stock 2114359.31 446911.23 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 $29.75 secondary public offering price per share of Class A Common Stock received by the First Reserve Vehicles (as defined below) in an underwritten secondary block trade. The First Reserve Vehicles (as hereinafter defined) are comprised of FR PBF Holdings LLC and FR PBF Holdings II LLC (the "First Reserve Vehicles"). Represents securities which are directly held by FR PBF Holdings LLC. Represents securities which are directly held by FR PBF Holdings II LLC. FR XII PBF Holdings LLC is the sole member of each of the First Reserve Vehicles. FR XII PBF AIV, L.P. ("FR XII") and FR XII-A PBF AIV, L.P. ("FR XII-A") are the managing members of FR XII PBF Holdings LLC. First Reserve GP XII, L.P. is the general partner of FR XII and FR XII-A. First Reserve GP XII Limited is the general partner of First Reserve GP XII, L.P. William E. Macaulay is a director of First Reserve GP XII Limited and has the right to appoint a majority of the directors of its board. 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 Issuer securities beneficially owned by the First Reserve Vehicles directly or indirectly controlled by it or him, but each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of such securities, disclaims beneficial ownership of the Issuer securities held by the First Reserve 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 First Reserve Vehicles as to their direct holdings of Issuer 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. FR PBF HOLDINGS LLC, By: FR XII PBF Holdings LLC, its Sole Member, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 FR PBF HOLDINGS II LLC, By: FR XII PBF Holdings LLC, its Sole Member, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 FR XII PBF HOLDINGS LLC, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 FR XII PBF AIV, L.P., By: First Reserve GP XII, L.P., its general partner, By: First Reserve GP XII Limited, its general partner, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 FR XII-A PBF AIV, L.P., By: First Reserve GP XII, L.P., its general partner, By: First Reserve GP XII Limited, its general partner, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 FIRST RESERVE GP XII, L.P., By: First Reserve GP XII Limited, its general partner, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 FIRST RESERVE GP XII LIMITED, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18 WILLIAM E. MACAULAY, By: /s/ Anne E. Gold, Anne E. Gold, CCO, Secretary 2014-06-18