4//SEC Filing
Barone John C 4
Accession 0001140361-22-043849
CIK 0001582568other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 6:37 PM ET
Size
14.4 KB
Accession
0001140361-22-043849
Insider Transaction Report
Form 4
PBF Logistics LPPBFX
Barone John C
Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Unit representing LP interest
2022-11-30−25,675→ 0 total - Disposition to Issuer
Phantom Unit
2022-11-30−1,250→ 0 total→ Common Units (1,250 underlying) - Disposition to Issuer
Phantom Unit
2022-11-30−2,500→ 0 total→ Common Units (2,500 underlying) - Disposition to Issuer
Phantom Unit
2022-11-30−3,750→ 0 total→ Common Units (3,750 underlying) - Disposition to Issuer
Phantom Unit
2022-11-30−5,000→ 0 total→ Common Units (5,000 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]The phantom units were granted on April 29, 2019.
- [F4]The phantom units were granted on October 26, 2020.
- [F5]The phantom units were granted on April 26, 2021.
- [F6]The phantom units were granted on April 25, 2022.
Documents
Issuer
PBF Logistics LP
CIK 0001582568
Entity typeother
Related Parties
1- filerCIK 0001623494
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 6:37 PM ET
- Size
- 14.4 KB