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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
PBF Energy Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
69318G106 (CUSIP Number) |
Carlos Slim Helu Paseo De Las Palmas 781, Piso 3, Lomas De Chapultepec Ciudad De Mexico, O5, 11000 (52) 55 5625 4961 Kyle A. Harris, Esq. Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza New York, NY, 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
HELU CARLOS SLIM | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares (as defined below) issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (SEC) on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Carlos Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Marco Antonio Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Patrick Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Maria Soumaya Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Vanessa Paola Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Johanna Monique Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69318G106 |
| 1 |
Name of reporting person
Control Empresarial de Capitales, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,814,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
PBF Energy Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
One Sylvan Way, Second Floor, Parsippany,
NEW JERSEY
, 07054. | |
Item 1 Comment:
This Amendment No. 4 amends and supplements the Schedule 13D filed by the Reporting Persons on October 3, 2024, as amended and supplemented by Amendment No. 1 filed on October 25, 2024, Amendment No. 2 filed on November 5, 2024 and Amendment No. 3 filed on December 2, 2024 (the Original Schedule 13D and, as amended and supplemented by this Amendment, the Schedule 13D) with respect to the Class A Common Stock, with par value of $0.001 per share (the Class A Common Shares), of PBF Energy Inc., a corporation incorporated under the laws of Delaware (the Issuer). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following:
From December 2, 2024 to December 20, 2024, Control Empresarial purchased 1,251,500 Class A Common Shares of the Issuer for approximately $36.3 million using the working capital of Control Empresarial. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Calculations of the percentage of the Class A Common Shares beneficially owned are based on a total of approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuers Form 10-Q filed with the SEC on October 31, 2024. As of December 20, 2024, (i) Control Empresarial, directly or indirectly, owns 28,814,998 Class A Common Shares (representing 25.0% of the outstanding Class A Common Shares) and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned directly by Control Empresarial. | |
| (b) | 28,814,998 Class A Common Shares (representing 25.0% of the outstanding Class A Common Shares) | |
| (c) | All transactions in Class A Common Shares effected by the Reporting Persons since the Schedule 13D amendment filed on December 2, 2024 are listed in Schedule 1 hereto and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
2. Schedule 1 - Transactions in Common Shares effected by the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on February 3, 2022 in connection with their beneficial ownership of American Depositary Shares, each representing 20 Series L Shares of America Movil, S.A.B. de C.V., are hereby incorporated herein by reference. |