SEC Form 4 · accession 0001209191-15-042782
PBF Logistics LP · PBFX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
PBF Energy Inc.
Director · 10% Owner
Period of report
May 14, 2015
Accepted (ET)
May 14, 2015 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001582568
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2,F3 | May 14, 2015 | J | 1,288,420 | $23.67 | A | 2,572,944 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the closing of the transactions contemplated by the Contribution Agreement dated as of May 5, 2015, by and between the Issuer and PBF Energy Company LLC ("PBF LLC"), PBF LLC contributed to the Issuer all of the equity interests of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, for total consideration payable to PBF LLC of $143 million, consisting of $112.5 million of cash and 1,288,420 common units of the Issuer.
- F2PBF Energy Inc. is the sole managing member of PBF LLC and operates and controls all of PBF LLC's business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Energy Inc. also indirectly owns a non-economic general partner interest in the Issuer through PBF Logistics GP LLC, a wholly owned subsidiary of PBF LLC, and through PBF LLC indirectly owns the Issuer's incentive distribution rights.
- F3The reporting person disclaims beneficial ownership of all common units reported herein in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.