PBF Logistics LP (Form: 8-K, Received: 04/24/2019 13:38:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 18, 2019

PBF LOGISTICS LP

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-36446	35-2470286
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 18, 2019, the Board of Directors (the “Board”) of PBF Logistics GP LLC (the “General Partner”), the general partner of PBF Logistics LP (the “Partnership”), approved an amendment to the PBF Logistics LP 2014 Long-Term Incentive Plan (the “LTIP”), which increases the number of common units available for awards under the LTIP by 1,500,000 common units (the “LTIP Amendment”) to 3,088,655 common units, subject to unitholder approval. On April 18, 2019, PBF Energy Company LLC, which held a majority of our outstanding common units as of that date, also approved the LTIP Amendment by written consent in lieu of a special meeting of unitholders. The unitholder approval is expected to become effective, in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”), 20 days after a final Information Statement with respect to such unitholder written consent is filed by the Partnership with the SEC, and disseminated to unitholders.

The foregoing description of the terms of the LTIP Amendment is qualified in its entirety by reference to the complete terms of the LTIP Amendment, filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		First Amendment to PBF Logistics LP 2014 Long-Term Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PBF Logistics LP
	By:	PBF Logistics GP LLC, its general partner

Date: April 24, 2019	By:	/s/ Trecia Canty
		Trecia Canty
		Authorized Officer

Exhibit 10.1

FIRST AMENDMENT TO PBF LOGISTICS LP

2014 LONG-TERM INCENTIVE PLAN

WHEREAS , the Board of Directors (the “ Board ”) of PBF Logistics GP LLC (the “ General Partner ”), a Delaware limited liability company and the general partner of PBF Logistics LP, a Delaware limited partnership (the “ Partnership ”), previously approved and adopted the PBF Logistics LP 2014 Long-Term Incentive Plan (the “ Plan ”) pursuant to which, among other things, the Participants are eligible to receive incentive compensation awards based on common units representing limited partner interests in the Partnership (“ Units ”);

WHEREAS , capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan;

WHEREAS , the Board has determined that there are no longer sufficient Units available for issuance under the Plan to meet the needs for future grants during the coming years;

WHEREAS , the Board desires to amend the Plan to increase the number of Units available for issuance thereunder by 1,500,000 Units to 3,088,655 Units (subject to adjustment under the Plan) so that the Partnership may continue to grant equity incentive compensation awards to Participants under the Plan;

WHEREAS , pursuant to Section 7(a) of the Plan, the Board may amend the Plan, including to increase the number of Units available for Awards under the Plan; and

WHEREAS , the Board approved the increase in the number of Units and this First Amendment to the Plan (the “ First Amendment ”) as of April 18, 2019; and

WHEREAS , PBF Energy Company LLC, the holder of 54.1% of the outstanding common units, approved this First Amendment as of April 18, 2019.

NOW, THEREFORE, BE IT RESOLVED , that the Plan is hereby amended as follows:

1. Section 4(a) of the Plan is hereby amended to read in its entirety as follows:

“(a) Limits on Units Deliverable . Subject to adjustment as provided in Section 4(d) and Section 7, the number of Units that may be delivered with respect to Awards under the Plan is 3,088,655. Units withheld from an Award or surrendered by a Participant to satisfy tax withholding obligations of any of the Partnership Entities (including the withholding of Units with respect to Restricted Units) or to satisfy the payment of any exercise price with respect to the Award shall not be considered to be Units delivered under the Plan for this purpose. If any Award is forfeited, cancelled, exercised, settled in cash, or otherwise terminates or expires without the actual delivery of Units pursuant to such Award (for the avoidance of doubt, the grant of Restricted Units is not a delivery of Units for this purpose, unless and until such Restricted Units vest and any restrictions placed on them under the Plan or applicable Award Agreement lapse), the Units subject to such Award shall again be available for Awards under the Plan (including Units not delivered in connection with the exercise of an Option or Unit Appreciation Right). There shall not be any limitation on the number of Awards that may be granted and paid in cash.”

2. This First Amendment shall be effective as of the effective date that this First Amendment is approved by unitholders of the Partnership holding the requisite Percentage Interest (as defined in the Third Amended and Restated Agreement of Limited Partnership of PBF Logistics dated as of February 13, 2019 (the “ Partnership Agreement ”)) of Partnership Interests (as defined in the Partnership Agreement) of the Partnership necessary to take such action.

3. Except as expressly provided herein, the Plan remains in full force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , this First Amendment to the PBF Logistics LP 2014 Long-Term Incentive Plan to be executed by a duly authorized officer of the Partnership as of this 18 ^th day of April, 2019.


PBF LOGISTICS LP

By:	PBF Logistics GP LLC Its General Partner

	By:	/s/ Trecia Canty
	Name:	Trecia Canty
	Title:	Secretary

[Signature Page to First Amendment to

PBF Logistics LP 2014 Long-Term Incentive Plan ]