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XPO, Inc. — Director's Dealing 2015
Dec 7, 2015
30406_dirs_2015-12-07_78164bbf-535f-44af-b532-9e30525dc720.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: 2015-12-04
Reporting Person: Martell James J (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-12-04 | Common Stock, par value $0.001 per share | M | 25000 | $2.96 | Acquired | 101139 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-12-04 | Director Stock Option (right to buy) | $2.96 | M | 25000 | Disposed | 2015-12-12 | Common Stock, par value $0.001 per share (25000.0) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Restricted Stock Unit | $ | Common Stock, par value $0.001 per share (4257.0) | 4257 | Direct | |
| Restricted Stock Unit | $ | Common Stock, par value $0.001 per share (2500.0) | 2500 | Direct | |
| Restricted Stock Unit | $ | Common Stock, par value $0.001 per share (2500.0) | 2500 | Direct | |
| Director Stock Option (right to buy) | $23.19 | 2023-12-12 | Common Stock, par value $0.001 per share (8000.0) | 8000 | Direct |
| Director Stock Option (right to buy) | $16.74 | 2022-12-11 | Common Stock, par value $0.001 per share (8000.0) | 8000 | Direct |
| Director Stock Option (right to buy) | $9.28 | 2021-11-21 | Common Stock, par value $0.001 per share (8000.0) | 8000 | Direct |
| Director Stock Option (right to buy) | $5.0 | 2020-01-29 | Common Stock, par value $0.001 per share (6250.0) | 6250 | Direct |
| Director Stock Option (right to buy) | $3.88 | 2019-01-27 | Common Stock, par value $0.001 per share (6250.0) | 6250 | Direct |
| Director Stock Option (right to buy) | $4.16 | 2018-01-28 | Common Stock, par value $0.001 per share (6250.0) | 6250 | Direct |
| Director Stock Option (right to buy) | $5.4 | 2017-02-28 | Common Stock, par value $0.001 per share (6250.0) | 6250 | Direct |
| See footnote | $7.0 | Common Stock, par value $0.001 per share (103571.0) | 725 | Direct | |
| Warrants | $7.0 | 2021-09-02 | Common Stock, par value $0.001 per share (103572.0) | 103572 | Direct |
Footnotes
F1: The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
F2: The Director Stock Options were scheduled by their original terms to expire on December 12, 2015. The Reporting Person exercised the Director Stock Options by cash payment to the Issuer and retained all underlying shares of Common Stock.
F3: Each Restricted Stock Unit ("RSU") 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.
F4: The RSUs shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.
F5: The RSUs vested in full on January 2, 2015 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
F6: The RSUs vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.
F7: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
F8: 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").
F9: The Series A Convertible Perpetual Preferred Stock has no expiration date.
F10: 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.
F11: 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").
F12: Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.