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XPO, Inc. — Director's Dealing 2016
Jan 5, 2016
30406_dirs_2016-01-05_ba4d7dbb-dbe8-4639-b47e-5b8b334c41cc.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: 2016-01-02
Reporting Person: Martell James J (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2016-01-02 | Common Stock, par value $0.001 per share | M | 4257 | — | Acquired | 105396 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2016-01-04 | Restricted Stock Unit | $ | A | 6501 | Acquired | Common Stock, par value $0.001 per share (6501.0) | Direct | |
| 2016-01-02 | Restricted Stock Unit | $ | M | 4257 | Disposed | Common Stock, par value $0.001 per share (4257.0) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| 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: 39,099 of these shares were purchased by the Reporting Person pursuant to a subscription agreement with the Issuer, dated July 12, 2013, which closed on August 15, 2013, and are restricted for resale until September 2, 2016.
F2: 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.
F3: The RSUs shall vest on January 4, 2017, subject to the Reporting Person's continued service as a director of the Issuer.
F4: The RSUs vested in full on January 2, 2016.
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: The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
F8: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
F9: 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").
F10: The Series A Convertible Perpetual Preferred Stock has no expiration date.
F11: 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.
F12: 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").
F13: 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.