SEC Form 4 · accession 0001209191-18-029205
PBF Energy Inc. · PBF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Herman L Seedorf
Officer — Senior Vice President
Period of report
May 10, 2018
Accepted (ET)
May 10, 2018 · 3:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001534504
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | holding | — | — | — | 38,479 | D | ||
| Class B Common StockF1 | holding | — | — | — | 1 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Series A Units, PBF Energy Company LLCF2 | $10.00 | May 10, 2018 | M | 16,000 | D | — | Mar 1, 2021 | Class A Common Stock | 16,000 | 0 | D |
| Series A Units of PBF Energy Company LLCF3 | — | May 10, 2018 | M | 16,000 | A | — | — | Class A Common Stock | 16,000 | 60,000 | D |
| Series A Units of PBF Energy Company LLCF3 | — | May 10, 2018 | F | 9,020 | D | — | — | Class A Common Stock | 9,020 | 50,980 | D |
| Unit OptionsF4 | $10.00 | May 10, 2018 | M | 22,500 | D | — | Mar 4, 2021 | Class A Common Stock | 22,500 | 0 | D |
| Series A Units of PBF Energy Company LLCF3 | — | May 10, 2018 | M | 22,500 | A | — | — | Class A Common Stock | 22,500 | 73,480 | D |
| Series A Units of PBF Energy Company LLCF3 | — | May 10, 2018 | F | 12,684 | D | — | — | Class A Common Stock | 12,684 | 60,796 | D |
Explanation of responses
- F1The 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.
- F2Compensatory warrants to purchase Series A Units of PBF Energy Company LLC were granted to the reporting person on March 1, 2011, 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.
- F3Pursuant 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.
- F4Represents options to purchase Series A Units of PBF Energy Company LLC. The options vest in three equal annual installments beginning on March 4, 2012. 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.