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

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blackstone Management Associates V USS L.L.C.

2. Issuer Name and Ticker or Trading Symbol
PBF Energy Inc. [PBF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP 345 PARK AVENUE,

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2014

(Street)

NEW YORK, NY 10154

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/10/2014		C		6,207,675.37	A	⁽¹⁾	6,207,675.37	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		S		6,207,675.37	D	$ 27.25 ⁽²⁾	0	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		C		1,112,325.21	A	⁽¹⁾	1,112,325.21	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		S		1,112,325.21	D	$ 27.25 ⁽²⁾	0	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		C		34,239.72	A	⁽¹⁾	34,239.72	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		S		34,239.72	D	$ 27.25 ⁽²⁾	0	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		C		130,027.68	A	⁽¹⁾	130,027.68	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		S		130,027.68	D	$ 27.25 ⁽²⁾	0	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		C		15,732.02	A	⁽¹⁾	15,732.02	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Class A Common Stock	01/10/2014		S		15,732.02	D	$ 27.25 ⁽²⁾	0	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Units of PBF Energy

⁽¹⁾

01/10/2014

6,207,675.37

⁽¹⁾

Class A Common Stock

6,207,675.37

$ 0

15,231,422.53

See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Series A Units of PBF Energy

⁽¹⁾

01/10/2014

1,112,325.21

⁽¹⁾

Class A Common Stock

1,112,325.21

$ 0

2,729,249.56

See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Series A Units of PBF Energy

⁽¹⁾

01/10/2014

34,239.72

⁽¹⁾

Class A Common Stock

34,239.72

$ 0

84,012.06

See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Series A Units of PBF Energy

⁽¹⁾

01/10/2014

130,027.68

⁽¹⁾

Class A Common Stock

130,027.68

$ 0

319,041.57

See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Series A Units of PBF Energy

⁽¹⁾

01/10/2014

15,732.02

⁽¹⁾

Class A Common Stock

15,732.02

$ 0

38,600.77

See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Management Associates V USS L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone PB Capital Partners V Subsidiary, LLC C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone PB Capital Partners V-AC L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Family Investment Partnership V USS L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Family Investment Partnership V-A USS SMD L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Participation Partnership V USS L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BCP V USS Side-by-Side GP L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BLACKSTONE FAMILY GP LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone PB Capital Partners V L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BMA V USS L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

BLACKSTONE PB CAPITAL PARTNERS V-AC L.P., By: Blackstone Management Associates V USS L.L.C., its general partner, By:BMA V USS L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V USS L.P., By: BCP V USS Side-by-Side GP L.L.C., its general partner , By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-A USS SMD L.P., By: Blackstone Family GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE PARTICIPATION PARTNERSHIP V USS L.P., By: BCP V USS Side-by-Side GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BCP V USS SIDE-BY-SIDE GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE FAMILY GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE PB CAPITAL PARTNERS V SUBSIDIARY L.L.C. By: Blackstone PB Capital Partners V L.P., its sole member By:Blackstone Management Associates V USS L.L.C., its general partner By:BMA V USS L.L.C., its sole member By: /s/ John G. Finley		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE MANAGEMENT ASSOCIATES V USS L.L.C., By:BMA V USS L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BLACKSTONE PB CAPITAL PARTNERS V L.P., By:Blackstone Management Associates V USS L.L.C., its general partner, By:BMA V USS L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date
BMA V USS L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		01/14/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Pursuant to an exchange agreement the Series A Units of PBF Energy Company LLC (the "PBF LLC Series A Units") are exchangeable at any time for shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") of PBF Energy Inc. (the "Issuer") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the Reporting Person exchanges the PBF LLC Series A Units for shares of Class A 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.
(2)	This amount represents the $28.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.75 per share of Class A Common Stock.
(3)	The Blackstone Vehicles (as hereinafter defined) are comprised of the following entities: Blackstone PB Capital Partners V Subsidiary L.L.C. ("BPBCP V"), Blackstone PB Capital Partners V-AC L.P. ("BPBCP V-AC"), Blackstone Family Investment Partnership V USS L.P. ("BFIP V"), Blackstone Family Investment Partnership V-A USS SMD L.P. ("BFIP V-A"), and Blackstone Participation Partnership V USS L.P. ("BPP V", and together with BPBCP V, BPBCP V-AC, BFIP V and BFIP V-A, the "Blackstone Vehicles").
(4)	Represents securities which are directly held by BPBCP V.
(5)	Represents securities which are directly held by BPBCP V-AC.
(6)	Represents securities which are directly held by BFIP V.
(7)	Represents securities which are directly held by BFIP V-A.
(8)	Represents securities which are directly held by BPP V.
(9)	Blackstone PB Capital Partners V L.P. is the sole member of BPBCP V. Blackstone Management Associates V USS L.L.C. ("BMA") is the general partner of each of Blackstone PB Capital Partners V L.P. and BPBCP V-AC. BMA V USS L.L.C. is the sole member of BMA. BCP V USS Side-by-Side GP L.L.C. ("BCP V GP L.L.C.") is the general partner of BFIP V and BPP V. Blackstone Holdings II L.P. holds the majority of membership interests in BMA V USS L.L.C. and is the sole member of BCP V GP L.L.C.
(10)	The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of BFIP V-A is Blackstone Family GP L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
(11)	Due to the limitations of the electronic filing system Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing a separate Form 4.
(12)	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(13)	Each of such Reporting Persons may be deemed to beneficially own the securities beneficially owned by the Blackstone Vehicles directly or indirectly controlled by it or him, but each of the Reporting Persons, other than the Blackstone Vehicles as to their direct holdings of securities, disclaims beneficial ownership of the securities held by the Blackstone Vehicles except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than the Blackstone Vehicles as to their direct holdings of securities, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.