| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/11/2022 | 3. Issuer Name and Ticker or Trading Symbol PBF Energy Inc. [ PBF ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 9,509 | D | |
| Class A Common Stock | 10,190.31 | I | see footnote(1) |
| Class B Common Stock(2) | 1 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Units of PBF Energy Company LLC | (3) | (3) | Class A Common Stock | 45,600 | (3) | D | |
| Warrants to purchase Series A Units, PBF Energy Company LLC | (4) | 12/17/2023 | Class A Common Stock | 2,400 | 10 | D | |
| Employee Stock Option (right to buy) | (5) | 12/12/2022 | Class A Common Stock | 20,000 | 26 | D | |
| Employee Stock Option (right to buy) | (6) | 02/10/2025 | Class A Common Stock | 20,000 | 29 | D | |
| Employee Stock Option (right to buy) | (7) | 05/03/2026 | Class A Common Stock | 20,000 | 31.32 | D | |
| Employee Stock Option (right to buy) | (8) | 02/13/2027 | Class A Common Stock | 12,500 | 24.18 | D | |
| Employee Stock Option (right to buy) | (9) | 02/12/2028 | Class A Common Stock | 25,000 | 29.66 | D | |
| Employee Stock Option (right to buy) | (10) | 02/11/2029 | Class A Common Stock | 12,500 | 35.3 | D | |
| Employee Stock Option (right to buy) | (11) | 02/10/2030 | Class A Common Stock | 16,459 | 27.86 | D | |
| Employee Stock Option (right to buy) | (12) | 11/09/2030 | Class A Common Stock | 22,220 | 6.72 | D | |
| Employee Stock Option (right to buy) | (13) | 11/18/2031 | Class A Common Stock | 12,094 | 13.91 | D | |
| Explanation of Responses: |
| 1. Represents number of shares of Class A Common Stock acquired under PBF Energy Inc.'s 401(k) Plan as of April 11, 2022, per Vanguard records. |
| 2. The Class B Common Stock entitles the reporting person to one vote for each Series A Unit of PBF Energy Company LLC held by such reporting person. |
| 3. Pursuant to an exchange agreement the Series A Units of PBF Energy Company LLC are exchangeable at any time for shares of Class A Common Stock of PBF Energy Inc. on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the reporting person exchanges the Series A Units of PBF Energy Company LLC for shares of Class A Common Stock of PBF Energy Inc. pursuant to the exchange agreement, the voting power afforded to the reporting person by his share of Class B Common Stock of PBF Energy Inc. will be automatically and correspondingly reduced. |
| 4. Compensatory warrants to purchase Series A Units of PBF Energy Company LLC were granted to the reporting person on December 17, 2010, were fully vested at the time of grant and became fully exercisable at the time of the initial public offering of PBF Energy Inc. Pursuant to an exchange agreement the Series A Units of PBF Energy Company LLC are exchangeable at any time for shares of Class A Common Stock of PBF Energy Inc. on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the reporting person exchanges the Series A Units of PBF Energy Company LLC for shares of Class A Common Stock of PBF Energy Inc. pursuant to the exchange agreement, the voting power afforded to the reporting person by his share of Class B Common Stock of PBF Energy Inc. will be automatically and correspondingly reduced. |
| 5. Represents options to purchase Class A Common Stock that were granted on December 12, 2012 and are fully vested. |
| 6. Represents options to purchase Class A Common Stock that were granted on February 10, 2015 and are fully vested. |
| 7. Represents options to purchase Class A Common Stock that were granted on May 3, 2016 and are fully vested. |
| 8. Represents options to purchase Class A Common Stock that were granted on February 13, 2017 and are fully vested. |
| 9. Represents options to purchase Class A Common Stock that were granted on February 12, 2018 and are fully vested. |
| 10. Represents options to purchase Class A Common Stock that were granted on February 11, 2019 and vest in four equal annual installments beginning on February 11, 2020. |
| 11. Represents options to purchase Class A Common Stock that were granted on February 10, 2020 and vest in four equal annual installments beginning on February 10, 2021. |
| 12. Represents options to purchase Class A Common Stock that were granted on November 9, 2020 and vest in three equal annual installments beginning on November 9, 2021. |
| 13. Represents options to purchase Class A Common Stock that were granted on November 18, 2021 and vest in three equal annual installments beginning on November 18, 2022. |
| Remarks: |
| /s/ James Fedena by Trecia Canty as Attorney-in-Fact | 04/20/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
