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XPO XPO Inc

107.83
-10.42 (-8.81%)
Last Updated: 18:09:20
Delayed by 15 minutes
Share Name Share Symbol Market Type
XPO Inc NYSE:XPO NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  -10.42 -8.81% 107.83 112.53 103.71 107.60 3,218,530 18:09:20

Statement of Changes in Beneficial Ownership (4)

03/10/2018 10:12pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Robinson Lance A
2. Issuer Name and Ticker or Trading Symbol

XPO Logistics, Inc. [ XPO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

C/O XPO LOGISTICS, INC., 5 AMERICAN LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2018
(Street)

GREENWICH, CT 06831
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share   10/1/2018     M    1666   A $0   36112   D    
Common Stock, par value $0.001 per share   10/1/2018     M    10000   A $0   46112   D    
Common Stock, par value $0.001 per share   10/1/2018     M    20000   A $0   66112   D    
Common Stock, par value $0.001 per share   10/1/2018     F (1)    15507   D (1) $113.27   50605   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (2) 10/1/2018     M         1666      (3)   (3) Common Stock, par value $0.001 per share   1666.0   $0   0   D    
Restricted Stock Unit     (2) 10/1/2018     M         10000      (4)   (4) Common Stock, par value $0.001 per share   10000.0   $0   70000   D    
Restricted Stock Unit     (2) 10/1/2018     M         20000      (5)   (5) Common Stock, par value $0.001 per share   20000.0   $0   40000   D    

Explanation of Responses:
(1)  No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on October 1, 2018, as originally scheduled, and there were no related discretionary transactions or open market sales.
(2)  Each 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.
(3)  The RSUs vest in three equal annual installments, beginning on October 1, 2016 and continuing on the first and second anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
(4)  The RSUs vest in ten equal annual installments of 10,000 shares, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
(5)  On October 1, 2015, the Reporting Person was granted 100,000 unvested performance-based RSUs ("PRSUs"), subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On February 19, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such PRSUs has been satisfied. 40% of the PRSUs vested on February 19, 2018, and 20% vested on October 1, 2018. 20% of the PRSUs will vest on October 1, 2019 and October 1, 2020 each.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Robinson Lance A
C/O XPO LOGISTICS, INC.
5 AMERICAN LANE
GREENWICH, CT 06831


Chief Accounting Officer

Signatures
/s/ Karlis P. Kirsis, Attorney-in-Fact 10/3/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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