SEC Form 4 · accession 0001209191-19-014871
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
Feb 28, 2019
Accepted (ET)
Mar 1, 2019 · 12:58 pm EST
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 | Feb 28, 2019 | A | 10,000,000 | $0.00 | A | 29,953,631 | 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 Equity Restructuring Agreement dated February 13, 2019 by and among PBF Logistics LP, PBF Logistics GP LLC and PBF Energy Company LLC ("PBF LLC"), all of PBF LLC's incentive distribution rights were converted into 10,000,000 common units of Issuer (the "IDR Conversion").
- 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 LLC acquired 10,000,000 common units of Issuer in connection with the IDR Conversion and previously owned 19,953,631 common units of Issuer, including 15,886,553 common units issued upon conversion of Issuer's subordinated units. 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.
- F3The reporting person disclaims beneficial ownership of all common units and subordinated 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.