Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fedena James E.

(Last)

(First)

(Middle)

ONE SYLVAN WAY, SECOND FLOOR

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PBF Energy Inc. [ PBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/28/2023		M		20,000	A	$29	100,859	D
Class A Common Stock	09/28/2023		S		20,000	D	$55.0924	80,859	D
Class A Common Stock	09/28/2023		M		12,500	A	$24.18	93,359	D
Class A Common Stock	09/28/2023		S		12,500	D	$55.0924	80,859	D
Class A Common Stock	09/28/2023		M		12,344	A	$27.86	93,203	D
Class A Common Stock	09/28/2023		S		12,344	D	$55.0924	80,859	D
Class A Common Stock	09/28/2023		M		14,813	A	$6.72	95,672	D
Class A Common Stock	09/28/2023		S		14,813	D	$55.0924	80,859	D
Class A Common Stock	09/28/2023		M		4,031	A	$13.91	84,890	D
Class A Common Stock	09/28/2023		S		4,031	D	$55.0924	80,859	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$29	09/28/2023		M			20,000	⁽¹⁾	02/10/2025	Class A Common Stock	20,000	$0.00	0	D
Employee Stock Options (right to buy)	$24.18	09/28/2023		M			12,500	⁽²⁾	02/17/2027	Class A Common Stock	12,500	$0.00	0	D
Employee Stock Options (right to buy)	$27.86	09/28/2023		M			12,344	⁽³⁾	02/10/2030	Class A Common Stock	12,344	$0.00	4,115	D
Employee Stock Options (right to buy)	$6.72	09/28/2023		M			14,813	⁽⁴⁾	11/09/2030	Class A Common Stock	14,813	$0.00	7,407	D
Employee Stock Options (right to buy)	$13.91	09/28/2023		M			4,031	⁽⁵⁾	11/18/2031	Class A Common Stock	4,031	$0.00	8,063	D
Warrants to purchase Series A Units, PBF Energy Company LLC	$10	09/28/2023		M			2,400	⁽⁶⁾	12/17/2023	Series A Units of PBF LLC	2,400	$0.00	0	D
Series A Units of PBF Energy Company LLC	⁽⁷⁾	09/28/2023		M		2,400		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,400	$0.00	48,000	D
Series A Units of PBF LLC	⁽⁷⁾	09/28/2023		F			1,268	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,268	$0.00	46,732	D

Explanation of Responses:

1. Represents options to purchase shares of Class A Common Stock granted on February 10, 2015, that are fully vested

2. Represents options to purchase shares of Class A Common Stock granted on February 13, 2017, that are fully vested.

3. Represents options to purchase shares of Class A Common Stock granted on February 10, 2020, that are fully vested.

4. Represents 22,220 options to purchase shares of Class A Common Stock granted on November 9, 2020, that vest in three equal annual installments beginning on November 9, 2021.

5. Represents 12,094 options to purchase shares of Class A Common Stock granted on November 18, 2021, that vest in three equal annual installments beginning on November 18, 2022.

6. 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.

7. 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.

Remarks:

	/s/ James Fedena by Trecia Canty as Attorney-in-Fact	10/02/2023
	** 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 4 (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.