As filed with the Securities and Exchange Commission on July 31, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PBF Logistics LP
(Exact
name of registrant as specified in its charter)
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Delaware
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35-2470286
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Sylvan Way, Second Floor, Parsippany, New Jersey
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07054
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(Address of Principal Executive Offices)
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(Zip Code)
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PBF Logistics LP
2014 Long-Term Incentive Plan
(Full title of the plan)
Trecia M. Canty, Esq.
Senior Vice President, General Counsel and Secretary
PBF Logistics GP LLC
One
Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Name and address of agent for service)
(973) 455-7500
(Telephone number, including area code, of agent for service)
With a copy to:
Todd E. Lenson, Esq.
Jordan M. Rosenbaum, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone: (212)
715-9100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act (check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common units representing limited partner
interests
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1,500,000 Units
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$21.43
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$32,145,000
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$3,895.97
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(1)
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This Registration Statement registers the issuance of an aggregate of 1,500,000 common units representing
limited partner interests (Common Units), of PBF Logistics LP reserved for issuance under the PBF Logistics LP 2014 Long-Term Incentive Plan (the Plan). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement also covers such additional securities as may become issuable pursuant to the anti-dilution adjustment provisions of the Plan.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the
Securities Act. Based upon the average of the high and low prices of the Common Units as reported on the New York Stock Exchange on July 29, 2019. Pursuant to General Instruction E to Form
S-8,
a filing
fee is only being paid with respect to the registration of additional securities under the Plan.
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