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XPO, Inc. — Director's Dealing 2011
Nov 23, 2011
30406_dirs_2011-11-23_877e5041-a154-409a-be46-f29d2d71e736.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2011-11-21
Reporting Person: Martell James J (Director)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2011-11-21 | Restricted Stock Units | $ | A | 2500 | Acquired | Common Stock, par value $0.001 per share (2500) | Direct | |
| 2011-11-21 | Director Stock Options (right to buy) | $9.28 | A | 8000 | Acquired | 2021-11-21 | Common Stock, par value $0.001 per share (8000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $0.001 per share | 9540 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Director Stock Options (right to buy) | $5 | 2020-01-29 | Common Stock, par value $0.001 per share (6250) | 6250 | Direct |
| Director Stock Options (right to buy) | $3.88 | 2019-01-27 | Common Stock, par value $0.001 per share (6250) | 6250 | Direct |
| Director Stock Options (right to buy) | $4.16 | 2018-01-28 | Common Stock, par value $0.001 per share (6250) | 6250 | Direct |
| Director Stock Options (right to buy) | $5.40 | 2017-02-28 | Common Stock, par value $0.001 per share (6250) | 6250 | Direct |
| Director Stock Options (right to buy) | $2.96 | 2015-12-12 | Common Stock, par value $0.001 per share (25000) | 25000 | Direct |
| Director Stock Options (right to buy) | $5 | 2015-07-15 | Common Stock, par value $0.001 per share (25000) | 25000 | Direct |
| See footnote | $7 | Common Stock, par value $0.001 per share (103571) | 725 | Direct | |
| Warrants | $7 | 2021-09-02 | Common Stock, par value $0.001 per share (103572) | 103572 | Direct |
Footnotes
F1: Each Restricted Stock Unit represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.
F2: The Restricted Stock Units shall initially be unvested. The Restricted Stock Units shall vest on September 2, 2012, subject to James J. Martell's continued service as a director of the Issuer, and shall be settled within 30 following the vesting date.
F3: The Director Stock Options shall initially be unvested, and shall vest and become exercisable on September 2, 2012, subject to James J. Martell's continued service as a director of the Issuer.
F4: The Director Stock Options initially were unvested, and vest and become exercisable in 36 equal monthly installments, commencing on February 1, 2010 and continuing on the first day of each of the following 35 months, subject to James J. Martell's continued service as a director of the Issuer.
F5: The Director Stock Options initially were unvested, and vest and become exercisable in 36 equal monthly installments, commencing on February 1, 2009 and continuing on the first day of each of the following 35 months, subject to James J. Martell's continued service as a director of the Issuer.
F6: The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
F7: The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").
F8: The Series A Convertible Perpetual Preferred Stock has no expiration date.
F9: Represents 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.
F10: The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").
F11: Represents 103,572 shares of Common Stock initially issuable upon the exercise of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
F12: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.