Jason S. Kerr - Nov 1, 2022 Form 4 Insider Report for RXO, Inc. (RXO)

Role: Chief Accounting 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: Mar 8, 2022
Next filing: Feb 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Award	$0	+87.1K		$0.00	87.1K	Nov 1, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On October 3, 2022, the Reporting Person was granted unvested Restricted Stock Units ("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 settled in the form of restricted shares of XPO that were converted into shares of Issuer Common Stock in connection with the Distribution. A percentage of the shares of Common Stock are subject to lock-up restrictions and clawback conditions through the following applicable dates: (CONT'D in FN 2)
F2	(CONT'D from FN 1) 100% from November 1, 2022 up to and including October 3, 2023; 87.5% from October 3, 2023 up to and including October 3, 2024; 75% from October 3, 2024 up to and including October 3, 2025; 50% from October 3, 2025 up to and including October 3, 2026; and 25% from October 3, 2026 up to and including October 3, 2027.

Content

On October 3, 2022, the Reporting Person was granted unvested Restricted Stock Units ("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 settled in the form of restricted shares of XPO that were converted into shares of Issuer Common Stock in connection with the Distribution. A percentage of the shares of Common Stock are subject to lock-up restrictions and clawback conditions through the following applicable dates: (CONT'D in FN 2)

(CONT'D from FN 1) 100% from November 1, 2022 up to and including October 3, 2023; 87.5% from October 3, 2023 up to and including October 3, 2024; 75% from October 3, 2024 up to and including October 3, 2025; 50% from October 3, 2025 up to and including October 3, 2026; and 25% from October 3, 2026 up to and including October 3, 2027.