Oren Shaffer - 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, 04:59 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						31.1K	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
holding	GXO	Restricted Stock Units						7.15K	Jan 3, 2022	Common Stock	7.15K		Direct	F1, F3, F6
holding	GXO	Restricted Stock Units						4.55K	Jan 3, 2022	Common Stock	4.55K		Direct	F1, F3, F7
holding	GXO	Restricted Stock Units						8.73K	Jan 3, 2022	Common Stock	8.73K		Direct	F1, F3, F8
holding	GXO	Restricted Stock Units						14.3K	Jan 3, 2022	Common Stock	14.3K		Direct	F1, F3, F9
holding	GXO	Restricted Stock Units						9.36K	Jan 3, 2022	Common Stock	9.36K		Direct	F1, F3, F10
holding	GXO	Restricted Stock Units						5.5K	Jan 3, 2022	Common Stock	5.5K		Direct	F1, F3, F11
holding	GXO	Restricted Stock Units						5.5K	Jan 3, 2022	Common Stock	5.5K		Direct	F1, F3, F12

* 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.
F6	The RSUs vested in full on January 2, 2020 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.
F7	The RSUs vested in full on January 2, 2019 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.
F8	The RSUs vested in full on January 3, 2018 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.
F9	The RSUs vested in full on January 4, 2017 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.
F10	The RSUs vested in full on January 2, 2016 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.
F11	The RSUs vested in full on January 2, 2015 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.
F12	The RSUs vested in full on December 11, 2013 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.