FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fedena James E.
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/11/2022 

3. Issuer Name and Ticker or Trading Symbol

PBF Energy Inc. [PBF]
(Last)        (First)        (Middle)

ONE SYLVAN WAY, SECOND FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Senior Vice President /
(Street)

PARSIPPANY, NJ 07054      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 9509 D  
Class A Common Stock 10190.31 I see footnote (1)
Class B Common Stock (2)1 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Units of PBF Energy Company LLC  (3) (3)Class A Common Stock 45600  (3)D  
Warrants to purchase Series A Units, PBF Energy Company LLC  (4)12/17/2023 Class A Common Stock 2400 $10.00 D  
Employee Stock Option (right to buy)  (5)12/12/2022 Class A Common Stock 20000 $26.00 D  
Employee Stock Option (right to buy)  (6)2/10/2025 Class A Common Stock 20000 $29.00 D  
Employee Stock Option (right to buy)  (7)5/3/2026 Class A Common Stock 20000 $31.32 D  
Employee Stock Option (right to buy)  (8)2/13/2027 Class A Common Stock 12500 $24.18 D  
Employee Stock Option (right to buy)  (9)2/12/2028 Class A Common Stock 25000 $29.66 D  
Employee Stock Option (right to buy)  (10)2/11/2029 Class A Common Stock 12500 $35.30 D  
Employee Stock Option (right to buy)  (11)2/10/2030 Class A Common Stock 16459 $27.86 D  
Employee Stock Option (right to buy)  (12)11/9/2030 Class A Common Stock 22220 $6.72 D  
Employee Stock Option (right to buy)  (13)11/18/2031 Class A Common Stock 12094 $13.91 D  

Explanation of Responses:
(1) Represents number of shares of Class A Common Stock acquired under PBF Energy Inc.'s 401(k) Plan as of April 11, 2022, per Vanguard records.
(2) The 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.
(3) 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.
(4) Compensatory warrants to purchase Series A Units of PBF Energy Company LLC were granted to the reporting person on December 17, 2010, 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.
(5) Represents options to purchase Class A Common Stock that were granted on December 12, 2012 and are fully vested.
(6) Represents options to purchase Class A Common Stock that were granted on February 10, 2015 and are fully vested.
(7) Represents options to purchase Class A Common Stock that were granted on May 3, 2016 and are fully vested.
(8) Represents options to purchase Class A Common Stock that were granted on February 13, 2017 and are fully vested.
(9) Represents options to purchase Class A Common Stock that were granted on February 12, 2018 and are fully vested.
(10) Represents options to purchase Class A Common Stock that were granted on February 11, 2019 and vest in four equal annual installments beginning on February 11, 2020.
(11) Represents options to purchase Class A Common Stock that were granted on February 10, 2020 and vest in four equal annual installments beginning on February 10, 2021.
(12) Represents options to purchase Class A Common Stock that were granted on November 9, 2020 and vest in three equal annual installments beginning on November 9, 2021.
(13) Represents options to purchase Class A Common Stock that were granted on November 18, 2021 and vest in three equal annual installments beginning on November 18, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fedena James E.
ONE SYLVAN WAY, SECOND FLOOR
PARSIPPANY, NJ 07054


Senior Vice President

Signatures
/s/ James Fedena by Trecia Canty as Attorney-in-Fact4/20/2022
**Signature of Reporting PersonDate


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 5(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 control number.
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