Sec Form 3 Filing - Fedena James E. @ PBF Energy Inc. - 2022-04-11

FORM 3 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 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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1. Name and Address of Reporting Person Fedena James E. 2. Issuer Name and Ticker or Trading Symbol PBF Energy Inc. [ PBF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) ONE SYLVAN WAY, SECOND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2022 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 9,509 D Class A Common Stock 10,190.31 I see footnote( 1 ) Class B Common Stock( 2 ) 1 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Units of PBF Energy Company LLC ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 45,600 D Warrants to purchase Series A Units, PBF Energy Company LLC $ 10 ( 4 ) 12/17/2023 Class A Common Stock 2,400 D Employee Stock Option (right to buy) $ 26 ( 5 ) 12/12/2022 Class A Common Stock 20,000 D Employee Stock Option (right to buy) $ 29 ( 6 ) 02/10/2025 Class A Common Stock 20,000 D Employee Stock Option (right to buy) $ 31.32 ( 7 ) 05/03/2026 Class A Common Stock 20,000 D Employee Stock Option (right to buy) $ 24.18 ( 8 ) 02/13/2027 Class A Common Stock 12,500 D Employee Stock Option (right to buy) $ 29.66 ( 9 ) 02/12/2028 Class A Common Stock 25,000 D Employee Stock Option (right to buy) $ 35.3 ( 10 ) 02/11/2029 Class A Common Stock 12,500 D Employee Stock Option (right to buy) $ 27.86 ( 11 ) 02/10/2030 Class A Common Stock 16,459 D Employee Stock Option (right to buy) $ 6.72 ( 12 ) 11/09/2030 Class A Common Stock 22,220 D Employee Stock Option (right to buy) $ 13.91 ( 13 ) 11/18/2031 Class A Common Stock 12,094 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fedena James E. ONE SYLVAN WAY, SECOND FLOOR PARSIPPANY, NJ07054 Senior Vice President Signatures /s/ James Fedena by Trecia Canty as Attorney-in-Fact 04/20/2022 Signature of Reporting Person Date

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.

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 4(b)(v).

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