Sec Form 13D Filing - HELU CARLOS SLIM filing for PBF Energy Inc. (PBF) - 2024-10-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1)*

PBF Energy Inc.

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(Name of Issuer)

Class A Common Stock, $0.001 par value per share

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(Title of Class of Securities)

69318G106

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(CUSIP Number)

Paseo De Las Palmas 781, Piso 3

 Lomas De Chapultepec

 Ciudad De Mexico, Mexico 11000

 (52) 55 5625 4961

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

Jorge U. Juantorena, Esq.

Kyle A. Harris, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

October 23, 2024

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Carlos Slim Helú
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.3% of the total Class A Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares (as defined below) issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 1, 2024.

1	NAMES OF REPORTING PERSONS
	Carlos Slim Domit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.3% of the total Class A Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

1	NAMES OF REPORTING PERSONS
	Marco Antonio Slim Domit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.3% of the total Class A Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

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1	NAMES OF REPORTING PERSONS
	Patrick Slim Domit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

1	NAMES OF REPORTING PERSONS
	María Soumaya Slim Domit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.3% of the total Class A Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

1	NAMES OF REPORTING PERSONS
	Vanessa Paola Slim Domit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.3% of the total Class A Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

1	NAMES OF REPORTING PERSONS
	Johanna Monique Slim Domit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
	Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,951,498 Class A Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,951,498 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,951,498 Class A Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.3% of the total Class A Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

1

NAMES OF REPORTING PERSONS

Control Empresarial de Capitales, S.A. de C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

☐

(b)

☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

☐

Not applicable

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

24,951,498 Class A Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

24,951,498 Class A Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,951,498 Class A Common Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.3% of the total Class A Common Shares outstanding(1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

(1) Based on approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024.

This Amendment No. 1 amends and supplements the Schedule 13D filed by the Reporting Persons on October 3, 2024 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the Class A Common Stock, with par value of $0.001 per share (the “Class A Common Shares”), of PBF Energy Inc., a corporation incorporated under the laws of Delaware (the “Issuer”). This Schedule 13D is being filed pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) solely because the Reporting Persons’ aggregate beneficial ownership has exceeded 20% of the outstanding Class A Common Shares. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following:

From October 15, 2024 to October 24, 2024, Control Empresarial purchased 1,489,100 Class A Common Shares of the Issuer for approximately $47.3 million using the working capital of Control Empresarial.

(a) - (b) Calculations of the percentage of the Class A Common Shares beneficially owned are based on a total of approximately 117,149,510 Class A Common Shares issued and outstanding as of July 26, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2024. As of October 25, 2024, (i) Control Empresarial, directly or indirectly, owns 24,951,498 Class A Common Shares (representing 21.3% of the outstanding Class A Common Shares) and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned directly by Control Empresarial.

(c) All transactions in Class A Common Shares effected by the Reporting Persons since the Original Schedule 13D filed on October 3, 2024 are listed in Schedule 1 hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 25, 2024

* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on February 3, 2022 in connection with their beneficial ownership of American Depositary Shares, each representing 20 Series L Shares of América Móvil, S.A.B. de C.V., are hereby incorporated herein by reference.

Schedule 1

For the period beginning from the Original Schedule 13D filed on October 3, 2024 to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following transactions in Class A Common Shares on the New York Stock Exchange. The prices below reflect the price paid by the purchasers per Class A Common Share on the relevant trade date.

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(1) Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.575 to $31.90 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (1).

(2) Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.8098 to $32.00 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (2).

(3) Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.63 to $31.85 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (3).

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