Marlene M. Colucci - Jan 3, 2022 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role
Director
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol
GXO
Transactions as of
Jan 3, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 04:55 PM
Previous filing
Aug 11, 2021
Next filing
Jan 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GXO Common Stock 2.64K Jan 3, 2022 Direct

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 Award $0 +2.12K $0.00 2.12K Jan 3, 2022 Common Stock 2.12K Direct F1, F2
holding GXO Restricted Stock Units 3.53K Jan 3, 2022 Common Stock 3.53K Direct F1, F3, F4
holding GXO Restricted Stock Units 5.26K Jan 3, 2022 Common Stock 5.26K Direct F1, F3, F5
* 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, either (i) one share of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock.
F2 The RSUs shall vest in full on January 3, 2023, subject to the Reporting Person's continued service as a director of the Issuer.
F3 On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of 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.
F4 The RSUs vested in full on January 3, 2022 and are subject to a deferral election. Shares of GXO Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
F5 The RSUs vested in full on January 4, 2021 and are subject to a deferral election. Shares of GXO Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.