Paul Blanchett - Dec 2, 2021 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role
Chief Accounting Officer
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol
GXO
Transactions as of
Dec 2, 2021
Transactions value $
-$86,666
Form type
4
Date filed
12/6/2021, 06:13 PM
Previous filing
Aug 11, 2021
Next filing
Mar 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GXO Common Stock Options Exercise $0 +2.03K +274.7% $0.00 2.77K Dec 2, 2021 Direct
transaction GXO Common Stock Tax liability -$86.7K -941 -33.98% $92.10 1.83K Dec 2, 2021 Direct F1

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 GXO Restricted Stock Units Options Exercise $0 -2.03K -50.01% $0.00 2.03K Dec 2, 2021 Common Stock 2.03K Direct F2, F3, F4
holding GXO Restricted Stock Units 3K Dec 2, 2021 Common Stock 3K Direct F2, F3, F5
holding GXO Restricted Stock Units 11.9K Dec 2, 2021 Common Stock 11.9K Direct F2, F3, F6
holding GXO Restricted Stock Units 3.74K Dec 2, 2021 Common Stock 3.74K Direct F2, F3, F7
holding GXO Non-Qualified Stock Options (right to buy) 37.4K Dec 2, 2021 Common Stock 37.4K $64.91 Direct F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 December 2, 2021, as originally scheduled, and there were no related discretionary transactions or open market sales.
F2 On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on July 23, 2021. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 1, 2021, by and between XPO and GXO, all outstanding equity awards with respect to XPO Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to GXO Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of XPO Common Stock on the close of trading on July 30, 2021 and (ii) the closing price of a share of GXO Common Stock on August 2, 2021.
F3 Each RSU represents a contingent right to receive, upon settlement, one share of GXO Common Stock.
F4 The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, December 2, 2019, subject to the Reporting Person's continued employment with the Issuer.
F5 The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 16, 2020, subject to the Reporting Person's continued employment with the Issuer.
F6 The RSUs vest in two equal annual installments on the second and third anniversaries of the grant date, December 8, 2020, subject to the Reporting Person's continued employment with the Issuer.
F7 The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 10, 2021, subject to the Reporting Person's continued employment with the Issuer.
F8 The Non-Qualified Stock Options vest (1) 10% on the first anniversary of the grant date, June 7, 2021, (2) 15% on the second anniversary of the grant date, (3) 20% on the third anniversary of the grant date, (4) 25% on the fourth anniversary of the grant date, and (5) 30% on the fifth anniversary of the grant date, subject to the Reporting Person's continued employment with the Issuer.