Sec Form 13G Filing - First Reserve GP XII Ltd filing for PBF Energy Inc. (PBF) - 2014-06-20

Name of Reporting Persons:

FR PBF Holdings LLC

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

146,754.27*

Shared Voting Power:

3,804,653*

Sole Dispositive Power:

146,754.27*

Shared Dispositive Power:

3,804,653*

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653*

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%*

Type of Reporting Person (See Instructions):

OO

Name of Reporting Persons:

FR PBF Holdings II LLC

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

446,911.23*

Shared Voting Power:

3,804,653*

Sole Dispositive Power:

446,911.23*

Shared Dispositive Power:

3,804,653*

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653*

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%*

Type of Reporting Person (See Instructions):

OO

Name of Reporting Persons:

FR XII PBF Holdings LLC

Check the Appropriate Box if a Member of a Group

(a)  x & #xA0;      (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

593,665.5

Shared Voting Power:

3,804,653

Sole Dispositive Power:

593,665.5

Shared Dispositive Power:

3,804,653

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%

Type of Reporting Person (See Instructions):

OO

Name of Reporting Persons:

FR XII PBF AIV, L.P.

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

0

Shared Voting Power:

3,804,653

Sole Dispositive Power:

0

Shared Dispositive Power:

3,804,653

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

FR XII-A PBF AIV, L.P.

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

0

Shared Voting Power:

3,804,653

Sole Dispositive Power:

0

Shared Dispositive Power:

3,804,653

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

First Reserve GP XII, L.P.

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

593,665.5

Shared Voting Power:

3,804,653

Sole Dispositive Power:

593,665.5

Shared Dispositive Power:

3,804,653

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

First Reserve GP XII Limited

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

593,665.5

Shared Voting Power:

3,804,653

Sole Dispositive Power:

593,665.5

Shared Dispositive Power:

3,804,653

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%

Type of Reporting Person (See Instructions):

OO

Name of Reporting Persons:

WILLIAM E. MACAULAY

Check the Appropriate Box if a Member of a Group

(a)  x        (b)  ¨

SEC Use Only

Citizenship or Place of Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power:

593,665.5

Shared Voting Power:

3,804,653

Sole Dispositive Power:

593,665.5

Shared Dispositive Power:

3,804,653

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,804,653

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

Percent of Class Represented by Amount in Row (9):

0.04%

Type of Reporting Person (See Instructions):

IN

Name of Issuer

PBF Energy Inc. (the “Company”)

(b).

Address of Issuer’s Principal Executive Offices:

One Sylvan Way

2nd Floor

Parsippany, NJ 07054

Address of Principal Business Office

One Lafayette Place, Third Floor, Greenwich, Connecticut 06830

Citizenship

Each of the First Reserve Vehicles and FR XII PBF Holdings LLC, is organized under the laws of the State of Delaware. Mr. Macaulay is a U.S. citizen. Each of FR XII, FR XII-A, First Reserve GP XII, L.P. and First Reserve GP XII Limited are organized under the laws of the Cayman Islands.

Title of Class of Securities:

Class A common stock, $0.001 par value per share (the “Common Stock”).

Common Stock reported as held by the First Reserve Vehicles consists entirely of shares of Common Stock deliverable upon exchange of outstanding series A units of PBF Energy Company LLC (the “PBF LLC Series A Units”). Pursuant to an exchange agreement, PBF LLC Series A Units are exchangeable at any time for shares of Common Stock on a one-for-one basis, subject to certain equitable adjustments for stock splits, stock dividends and reclassifications. The First Reserve Vehicles each hold one share of Class B Common Stock of PBF Energy Inc. The shares of Class B common stock have no economic rights but entitle the holder, without regard to the number of shares of Class B common stock held, to a number of votes on matters presented to stockholders of PBF Energy that is equal to the aggregate number of PBF LLC Series A Units held by such holder. As the Reporting Person exchanges PBF LLC Series A Units for shares of Common Stock pursuant to the exchange agreement, the voting power afforded to the Reporting Person by its share of Class B common stock of PBF Energy Inc. will be automatically and correspondingly reduced.

CUSIP Number:

69318G106

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

(a) Amount beneficially owned:

Based on 69,670,832 shares of Common Stock outstanding on June 10, 2014 as reported in the Company’s Prospectus, filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2014, plus 18,000,000 shares of Common Stock issued on June 17, 2014, and assuming exchange of the PBF LLC Series A Units that may be deemed to be beneficially owned by such Reporting Person. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page.

(b) Percent of class:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.

(c) Number of Shares as to which the Reporting Person has:

(i)     Sole power to vote or to direct the vote:

                                                 See each cover page hereof.

(ii)    Shared power to vote or to direct the vote:

                                                 See each cover page hereof.

(iii)  Sole power to dispose or to direct the disposition of:

                                                 See each cover page hereof.

                                         (iv)    Shared power to dispose or to direct the disposition of:

                                                                   See each cover page hereof.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  x

As of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities.

Ownership of More than Five Percent on Behalf of Another Person.

As described under “Executive Compensation—Compensation Discussion and Analysis—Summary of PBF LLC Series B Units” in the Final Prospectus of the Company, filed with the SEC on December 13, 2012, holders of profits interests in PBF Energy Company LLC (the “Series B Units”), including certain officers of the Company, may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock held by the Reporting Persons.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Each of the First Reserve Funds and the Blackstone Funds listed below (collectively, the “Shareholder Parties”) is a party to the Stockholders’ Agreement of PBF Energy Inc. dated as of December 12, 2012 (the “Shareholders Agreement”). Given the terms of the Shareholders Agreement, as of the date hereof, each of the Shareholder Parties and certain of their respective affiliates may be deemed to be a member of a group that may be deemed to beneficially own the aggregate 3,804,653 shares of Common Stock, consisting entirely of outstanding PBF LLC Series A Units exchangeable into shares of Common Stock, or 0.04% of the outstanding shares of Common Stock, assuming exchange of the PBF LLC Series A Units held by the Shareholder Parties, subject to the Shareholders Agreement.

The First Reserve Funds

FR PBF Holdings LLC

FR PBF Holdings II LLC

The Blackstone Funds

Blackstone PB Capital Partners V Subsidiary L.L.C.

Blackstone PB Capital Partners V-AC L.P.

Blackstone Family Investment Partnership V USS L.P.

Blackstone Family Investment Partnership V-A USS SMD L.P.

Blackstone Participation Partnership V USS L.P.

Notice of Dissolution of Group.

Not Applicable.

Certification.

Not applicable.