Sec Form 13G Filing - HELU CARLOS SLIM filing for PBF Energy Inc. (PBF) - 2019-11-13

PBF Energy Inc. (the “Issuer”)

(Name of Issuer)

 

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

(Title of Class of Securities)

69318G106

(CUSIP Number)

November 8, 2019

(Date of Event Which Requires Filing of this Statement)

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Carlos Slim Helú

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) □

(b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Carlos Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) □

(b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Marco Antonio Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) □

(b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Patrick Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) □

 (b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

María Soumaya Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Vanessa Paola Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) □

(b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Johanna Monique Slim Domit

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

IN

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) □

(b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

México

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

HC

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Carso Energy Corp.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) □

(b) □

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

- 0 -

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

17,561,371 Class A Common Shares (See Item 4(c))

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

- 0 -

PERSON WITH

8

SHARED DISPOSITIVE POWER

17,561,371 Class A Common Shares (See Item 4(c))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,561,371 Class A Common Shares (See Item 4(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES* ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

14.7% of the total Class A Common Shares outstanding (See Item 4(b))

12

TYPE OF REPORTING PERSON*

C

 Item 1.

(a)

Name of Issuer:

PBF Energy Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

Item 2.

(a)

Name of Persons Filing:

This statement is filed pursuant to Rule 13d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), by the persons listed below (the “Reporting Persons”).

(1)

 

Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”). The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inversora Carso, S.A. de C.V, formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”).

 

(2)

 

Inversora Carso, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies. Inversora Carso owns all of the outstanding voting securities of Control Empresarial de Capitales S.A. de C.V.

 

(3)

 

Carso Energy Corp., a corporation organized under the laws of Delaware, is a holding company with portfolio investments in various companies in the oil and gas and electricity industries. Carso Energy Corp. is a wholly-owned subsidiary of Carso Electric, S.A. de C.V, a wholly-owned subsidiary of Carso Energy, S.A. de C.V., a subsidiary of Grupo Carso, S.A.B. de C.V. (“Grupo Carso”).  The members of the Slim Family are beneficiaries of a Mexican trust which controls Grupo Carso.

(b)

Address of Principal Business Office:

(i) The principal business address for each member of the Slim Family is:

Paseo de las Palmas 736

Colonia Lomas de Chapultepec

11000 Ciudad de México, México

 

(ii) Inversora Carso’s principal business address is:

Paseo de las Palmas 781

Piso 3, Lomas de Chapultepec, Sección III

Miguel Hidalgo, Ciudad de México, México, 11000

 

(ii) Carso Energy Corp.’s principal business address is:

900 Avenue S

Grand Prairie, TX 75050

 (c)

Citizenship:

Each member of the Slim Family is a Mexican citizen. Inversora Carso is a Mexican corporation. Carso Energy Corp. is a Delaware corporation.

(d)

Title of Class of Securities:

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

(e)

CUSIP Number:

69318G106

Item 3.

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

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

 Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J); or

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

As of the date of this filing, (i) Inversora Carso, directly or indirectly, owns 17,561,371 Class A Common Shares, (ii) the Slim Family, which are beneficiaries of a Mexican trust that in turn owns all of the issued and outstanding voting equity securities of Inversora Carso, may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned, directly or indirectly, by Inversora Carso and Carso Energy Group, and (iii) Carso Energy Corp. may be deemed to be part of a group with Inversora Carso and the Slim Family pursuant to Rule 13d-5(b) and therefore may be deemed to beneficially own, directly or indirectly, the Class A Common Shares owned by Inversora Carso and the Slim Family.

(b)

Percent of Class:

The Class A Common Shares beneficially owned by the Slim Family constitute approximately 14.7% of the 119,843,868 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (“SEC”) on October 31, 2019.

The Class A Common Shares beneficially owned by Inversora Carso constitute approximately 14.7% of the 119,843,868 issued and

outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issu er with the SEC on October 31, 2019.

The Class A Common Shares beneficially owned by Carso Energy Corp. constitute approximately 14.7% of the 119,843,868 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the SEC on October 31, 2019.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -0-

(ii)

Shared power to vote or to direct the vote:

As to the Slim Family: 17,561,371 Class A Common Shares

As to Inversora Carso: 17,561,371 Class A Common Shares

As to Carso Energy Corp.: 17,561,371 Class A Common Shares

 

(iii)

Sole power to dispose or to direct the disposition of: -0-

(iv)

Shared power to dispose or direct the disposition of:

As to the Slim Family: 17,561,371 Class A Common Shares

As to Inversora Carso: 17,561,371 Class A Common Shares

As to Carso Energy Corp.: 17,561,371 Class A Common Shares

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

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

Not applicable.

Item 7.

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

Class A Common Shares reported as beneficially owned by Inversora Carso include Class A Common Shares owned by its subsidiary Control Empresarial de Capitales S.A. de C.V.

Item 8.

Identification and Classification of Members of the Group.

The identity of each member of the group filing this schedule is as follows: Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inversora Carso, S.A. de C.V. and Carso Energy Corp.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Carlos Slim Helú

Carlos Slim Domit

By: 

Marco Antonio Slim Domit

Marco Antonio Slim Domit

Attorney-in-Fact

November 13, 2019

Patrick Slim Domit

María Soumaya Slim Domit

Vanessa Paola Slim Domit

Johanna Monique Slim Domit

INVERSORA CARSO, S.A. DE C.V.

By: Armando Ibáñez Vasquez

Title: Attorney-in-Fact

CARSO ENERGY CORP.

By: Luis Fernando Meillon Del Pando

Title:  Attorney-in-Fact