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Form 4 PBF Logistics LP For: Nov 30 Filed by: Barone John C

November 30, 2022 6:38 PM EST

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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).
1. Name and Address of Reporting Person *
Barone John C

(Last) (First) (Middle)
ONE SYLVAN WAY, SECOND FLOOR

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PBF Logistics LP [ PBFX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Principal Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2022
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)
Code V Amount (A) or (D) Price
Common Unit representing LP interest 11/30/2022   D   25,675 D (1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Unit (2) 11/30/2022   D     1,250   (3)   (3) Common Units 1,250 (2) 0 D  
Phantom Unit (2) 11/30/2022   D     2,500   (4)   (4) Common Units 2,500 (2) 0 D  
Phantom Unit (2) 11/30/2022   D     3,750   (5)   (5) Common Units 3,750 (2) 0 D  
Phantom Unit (2) 11/30/2022   D     5,000   (6)   (6) Common Units 5,000 (2) 0 D  
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger dated as of July 27, 2022 (the "Merger Agreement"), by and among PBF Energy Inc. ("PBF Energy"), PBF Energy Company LLC ("PBF LLC"), PBFX Holdings Inc. ("PBFX Holdings"), Riverlands Merger Sub LLC ("Merger Sub"), PBF Logistics LP ("PBFX") and PBF Logistics GP LLC ("PBFX GP"), on November 30, 2022, Merger Sub merged with and into PBFX, with PBFX surviving the merger as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding common unit representing limited partner interests in PBFX (the "PBFX Common Units") held by the Reporting Person converted into the right to receive: (i) 0.270 of a share of PBF Energy common stock, par value $0.001 per share, and (ii) $9.25 in cash.
2. Immediately prior to the Effective Time, each of the unvested outstanding phantom units held by the Reporting Person became fully vested and automatically converted into the right to receive an amount in cash equal to the fair market value of one PBFX Common Unit, plus any accrued but unpaid amounts in relation to distribution equivalent rights ("DERs"). The fair market value of one PBFX Common Unit on November 29, 2022 was $20.39. Each phantom unit with DERs represented a contingent right to receive one PBFX Common Unit or, at the election of the Board of Directors of PBFX GP, cash or a combination of the two. DERs shall be settled in cash.
3. The phantom units were granted on April 29, 2019.
4. The phantom units were granted on October 26, 2020.
5. The phantom units were granted on April 26, 2021.
6. The phantom units were granted on April 25, 2022.
Remarks:
Mr. Barone is the Principal Accounting Officer of PBF Logistics GP LLC. PBF Logistics GP LLC is the general partner of the issuer.
/s/ John Barone by Trecia Canty as Attorney-in-Fact 11/30/2022
** 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 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.


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