Amendment: SEC Form SC 13D/A filed by PBF Energy Inc.

11/5/24 8:00:26 PM ET

$PBF

Integrated oil Companies

Energy

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SC 13D/A 1 ef20038172_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)*

PBF Energy Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

69318G106

(CUSIP Number)

Paseo De Las Palmas 781, Piso 3

Lomas De Chapultepec

Ciudad De Mexico, Mexico 11000

(52) 55 5625 4961

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

Jorge U. Juantorena, Esq.

Kyle A. Harris, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

November 1, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69318G106

Schedule 13D

Page 2 of 12

1	NAMES OF REPORTING PERSONS
	Carlos Slim Helú

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares (as defined below) issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 3 of 12

1	NAMES OF REPORTING PERSONS
	Carlos Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 4 of 12

1	NAMES OF REPORTING PERSONS
	Marco Antonio Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 5 of 12

1	NAMES OF REPORTING PERSONS
	Patrick Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 6 of 12

1	NAMES OF REPORTING PERSONS
	María Soumaya Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 7 of 12

1	NAMES OF REPORTING PERSONS
	Vanessa Paola Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 8 of 12

1	NAMES OF REPORTING PERSONS
	Johanna Monique Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 9 of 12

1	NAMES OF REPORTING PERSONS
	Control Empresarial de Capitales, S.A. de C.V.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			26,197,498 Class A Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			26,197,498 Class A Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,197,498 Class A Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.8% of the total Class A Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.

CUSIP No. 69318G106

Schedule 13D

Page 10 of 12

Item 1.

Security and Issuer

This Amendment No. 2 amends and supplements the Schedule 13D filed by the Reporting Persons on October 3, 2024, as amended and supplemented by Amendment No. 1 filed on October 25, 2024 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the Class A Common Stock, with par value of $0.001 per share (the “Class A Common Shares”), of PBF Energy Inc., a corporation incorporated under the laws of Delaware (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following:

From October 28, 2024 to November 5, 2024, Control Empresarial purchased 1,246,000 Class A Common Shares of the Issuer for approximately $36.2 million using the working capital of Control Empresarial.

Item 5.

Interest in Securities of the Issuer

(a) - (b) Calculations of the percentage of the Class A Common Shares beneficially owned are based on a total of approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024. As of November 5, 2024, (i) Control Empresarial, directly or indirectly, owns 26,197,498 Class A Common Shares (representing 22.8% of the outstanding Class A Common Shares) and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned directly by Control Empresarial.

(c) All transactions in Class A Common Shares effected by the Reporting Persons since the Schedule 13D amendment filed on October 25, 2024 are listed in Schedule 1 hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

CUSIP No. 69318G106

Schedule 13D

Page 11 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 5, 2024


Carlos Slim Helú

Carlos Slim Domit	By:	/s/Marco Antonio Slim Domit
		Marco Antonio Slim Domit
Marco Antonio Slim Domit		Attorney-in-Fact*
		November 5, 2024
Patrick Slim Domit

María Soumaya Slim Domit

Vanessa Paola Slim Domit

Johanna Monique Slim Domit

CONTROL EMPRESARIAL DE CAPITALES S.A. DE C.V.

By:

Víctor Manuel Gutierrez Lopez

Title:

Attorney-in-Fact

* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on February 3, 2022 in connection with their beneficial ownership of American Depositary Shares, each representing 20 Series L Shares of América Móvil, S.A.B. de C.V., are hereby incorporated herein by reference.

CUSIP No. 69318G106

Schedule 13D

Page 12 of 12

Schedule 1

For the period beginning from the Schedule 13D amendment filed on October 25, 2024 to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following transactions in Class A Common Shares on the New York Stock Exchange. The prices below reflect the price paid by the purchasers per Class A Common Share on the relevant trade date.

Reporting Person	Type of Transaction	Trade Date	Number of Shares		Price per Share
Control Empresarial	Purchase	10/28/2024		75,000	$	31.584	(1)
Control Empresarial	Purchase	10/29/2024		314,000	$	29.5813	(2)
Control Empresarial	Purchase	10/30/2024		300,000	$	29.0051	(3)
Control Empresarial	Purchase	10/31/2024		322,000	$	28.4889	(4)
Control Empresarial	Purchase	11/1/2024		150,000	$	28.6602	(5)
Control Empresarial	Purchase	11/5/2024		85,000	$	28.3696	(6)

1. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.50 to $31.60 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission ("SEC") , upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (1).

2. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.94 to $29.89 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (2).

3. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.8683 to $29.11 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (3).

4. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.095 to $28.85 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (4).

5. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.54 to $28.75 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (5).

6. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.30 to $28.4799 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (6).

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Date	Price Target	Rating	Analyst
5/13/2025	$26.00	Neutral → Buy	UBS
3/11/2025	$19.00 → $17.00	Sell	TD Cowen
12/20/2024	$27.00 → $20.00	Hold → Sell	TD Cowen
12/16/2024	$33.00 → $31.00	Neutral → Underperform	Mizuho
12/9/2024	$39.00 → $34.00	Overweight → Equal Weight	Wells Fargo
11/1/2024	$32.00 → $27.00	Hold	TD Cowen
10/17/2024	$25.00	Underperform	BofA Securities
10/4/2024	$42.00 → $35.00	Outperform → Market Perform	BMO Capital Markets

Amendment: SEC Form SC 13D/A filed by PBF Energy Inc.

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