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Filing Details

Accession Number:
0001181431-14-024420
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-06-18 19:21:53
Reporting Period:
2014-06-17
Filing Date:
2014-06-18
Accepted Time:
2014-06-18 19:21:53
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 Insider Title Director Officer Large Shareholder Other
1404964 Blackstone Family Gp Llc C/o The Blackstone Group L.p.
345 Park Avenue
New York NY 10154
No No Yes No
1562851 L.l.c. Uss V Bma C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1562873 Blackstone Pb Capital Partners V Subsidiary, Llc C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1562874 L.l.c. Uss V Associates Management Blackstone C/o The Blackstone Group 345 Park Avenue
New York NY 10154
No No Yes No
1562875 L.p. V Partners Capital Pb Blackstone C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1564039 L.p. V-Ac Partners Capital Pb Blackstone C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1564049 L.p. Uss V Partnership Investment Family Blackstone C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1564056 L.p. Smd Uss V-A Partnership Investment Family Blackstone C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1564066 L.p. Uss V Partnership Participation Blackstone C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
1564083 L.l.c. Gp Side-By-Side Uss V Bcp C/o The Blackstone Group
345 Park Avenue
New York NY 10154
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2014-06-17 12,573,720 $0.00 12,573,720 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2014-06-17 12,573,720 $29.75 0 No 4 S Indirect See Footnotes
Class A Common Stock Acquisiton 2014-06-17 2,253,028 $0.00 2,253,028 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2014-06-17 2,253,028 $29.75 0 No 4 S Indirect See Footnotes
Class A Common Stock Acquisiton 2014-06-17 69,353 $0.00 69,353 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2014-06-17 69,353 $29.75 0 No 4 S Indirect See Footnotes
Class A Common Stock Acquisiton 2014-06-17 263,373 $0.00 263,373 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2014-06-17 263,373 $29.75 0 No 4 S Indirect See Footnotes
Class A Common Stock Acquisiton 2014-06-17 31,865 $0.00 31,865 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2014-06-17 31,865 $29.75 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
No 4 C Indirect See Footnotes
No 4 S Indirect See Footnotes
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
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Series A Units of PBF Energy Disposition 2014-06-17 12,573,720 $0.00 12,573,720 $0.00
Class A Common Stock Series A Units of PBF Energy Disposition 2014-06-17 2,253,028 $0.00 2,253,028 $0.00
Class A Common Stock Series A Units of PBF Energy Disposition 2014-06-17 69,353 $0.00 69,353 $0.00
Class A Common Stock Series A Units of PBF Energy Disposition 2014-06-17 263,373 $0.00 263,373 $0.00
Class A Common Stock Series A Units of PBF Energy Disposition 2014-06-17 31,865 $0.00 31,865 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
2,657,702 No 4 C Indirect
476,222 No 4 C Indirect
14,659 No 4 C Indirect
55,669 No 4 C Indirect
6,735 No 4 C Indirect
Footnotes
  1. 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.
  2. This amount represents the $29.75 secondary public offering price per share of Class A Common Stock received by the Blackstone Vehicles (as defined below) in an underwritten secondary block trade.
  3. The Blackstone Vehicles (as hereinafter defined) are comprised of the following entities: Blackstone PB Capital Partners V Subsidiary L.L.C. ("BPBCP V"), Blackstone PB Capital Partners V-AC L.P. ("BPBCP V-AC"), Blackstone Family Investment Partnership V USS L.P. ("BFIP V"), Blackstone Family Investment Partnership V-A USS SMD L.P. ("BFIP V-A"), and Blackstone Participation Partnership V USS L.P. ("BPP V", and together with BPBCP V, BPBCP V-AC, BFIP V and BFIP V-A, the "Blackstone Vehicles").
  4. Represents securities which are directly held by BPBCP V.
  5. Represents securities which are directly held by BPBCP V-AC.
  6. Represents securities which are directly held by BFIP V.
  7. Represents securities which are directly held by BFIP V-A.
  8. Represents securities which are directly held by BPP V.
  9. Blackstone PB Capital Partners V L.P. is the sole member of BPBCP V. Blackstone Management Associates V USS L.L.C. ("BMA") is the general partner of each of Blackstone PB Capital Partners V L.P. and BPBCP V-AC. BMA V USS L.L.C. is the sole member of BMA. BCP V USS Side-by-Side GP L.L.C. ("BCP V GP L.L.C.") is the general partner of BFIP V and BPP V. Blackstone Holdings II L.P. holds the majority of membership interests in BMA V USS L.L.C. and is the sole member of BCP V GP L.L.C.
  10. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of BFIP V-A is Blackstone Family GP L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
  11. Due to the limitations of the electronic filing system Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing a separate Form 4.
  12. 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.
  13. Each of such Reporting Persons may be deemed to beneficially own the securities beneficially owned by the Blackstone Vehicles directly or indirectly controlled by it or him, but each of the Reporting Persons, other than the Blackstone Vehicles as to their direct holdings of securities, disclaims beneficial ownership of the securities held by the Blackstone 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 Blackstone Vehicles as to their direct holdings of 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.