James E. Harris - Nov 1, 2022 Form 4 Insider Report for RXO, Inc. (RXO)

Role: Chief Financial Officer
Signature: /s/ Jeffrey D. Firestone, Attorney-in-Fact
Stock symbol: RXO
Transactions as of: Nov 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/3/2022, 07:21 PM
Previous filing: Oct 17, 2022
Next filing: Feb 27, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RXO	Restricted Stock Unit	Award	$0	+257K		$0.00	257K	Nov 1, 2022	Common Stock	257K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	On September 26, 2022, the Reporting Person was granted unvested RSUs by XPO Logistics, Inc. ("XPO"), subject to the satisfaction of certain predetermined performance criteria. On November 1, 2022, as a result of the completion of a pro rata distribution (the "Distribution") of all of the shares of the Issuer's Common Stock by XPO, the performance criteria applicable to such RSUs was satisfied and the RSUs were converted into RSUs of the Issuer in connection with the Distribution. 12.5% of the RSUs shall vest on September 26, 2023 and September 26, 2024 each, and 25% of the RSUs shall vest on September 26, 2025, September 26, 2026 and September 26, 2027 each, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Content

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.

On September 26, 2022, the Reporting Person was granted unvested RSUs by XPO Logistics, Inc. ("XPO"), subject to the satisfaction of certain predetermined performance criteria. On November 1, 2022, as a result of the completion of a pro rata distribution (the "Distribution") of all of the shares of the Issuer's Common Stock by XPO, the performance criteria applicable to such RSUs was satisfied and the RSUs were converted into RSUs of the Issuer in connection with the Distribution. 12.5% of the RSUs shall vest on September 26, 2023 and September 26, 2024 each, and 25% of the RSUs shall vest on September 26, 2025, September 26, 2026 and September 26, 2027 each, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.