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Filing Details

Accession Number:: 0001209191-14-023737
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-28 16:57:09
Reporting Period:: 2014-03-26

Filing Date:: 2014-03-28
Accepted Time:: 2014-03-28 16:57:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1534504	Pbf Energy Inc.	PBF	Petroleum Refining (2911)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
908428	E William Macaulay	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1544730	First Reserve Gp Xii, Lp	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1544731	Ltd Xii Gp Reserve First	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1563205	Fr Xii Pbf Aiv, L.p.	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1563206	Fr Pbf Holdings Ii Llc	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1563207	Fr Pbf Holdings Llc	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1563240	Fr Xii Pbf Holdings Llc	One Lafayette Place Greenwich CT 06830	No	No	Yes	No
1563241	Fr Xii-A Pbf Aiv, L.p.	One Lafayette Place Greenwich CT 06830	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-03-26	3,708,004	$0.00	3,708,004	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2014-03-26	3,708,004	$25.39	0	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2014-03-26	11,291,996	$0.00	11,291,996	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2014-03-26	11,291,996	$25.39	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series A Units of PBF Energy	Disposition	2014-03-26	3,708,004	$0.00	3,708,004	$0.00
Class A Common Stock	Series A Units of PBF Energy	Disposition	2014-03-26	11,291,996	$0.00	11,291,996	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
841,056			No	4	C	Indirect
2,561,271			No	4	C	Indirect

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 $25.39 secondary public offering price per share of Class A Common Stock.
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.