Karlis Kirsis - Jan 15, 2022 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role
Chief Legal Officer
Signature
/s/ Karlis P. Kirsis
Stock symbol
GXO
Transactions as of
Jan 15, 2022
Transactions value $
-$68,475
Form type
4
Date filed
1/19/2022, 07:04 PM
Previous filing
Jul 21, 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 +1.6K +7.64% $0.00 22.5K Jan 15, 2022 Direct
transaction GXO Common Stock Tax liability -$68.5K -750 -3.33% $91.30 21.8K Jan 15, 2022 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 -1.6K -49.97% $0.00 1.6K Jan 15, 2022 Common Stock 1.6K Direct F2, F3, F4
holding GXO Restricted Stock Units 2.21K Jan 15, 2022 Common Stock 2.21K Direct F2, F3, F5
holding GXO Restricted Stock Units 4.43K Jan 15, 2022 Common Stock 4.43K Direct F2, F3, F6
holding GXO Restricted Stock Units 13.7K Jan 15, 2022 Common Stock 13.7K Direct F2, F3, F7
holding GXO Restricted Stock Units 6.54K Jan 15, 2022 Common Stock 6.54K Direct F2, F3, F8
holding GXO Non-Qualified Stock Options (right to buy) 44K Jan 15, 2022 Common Stock 44K $64.13 Direct F2, F9
* 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 January 15, 2022, 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, either (i) one share of GXO Common Stock, or (ii) a cash payment equal to the fair market value of 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, January 15, 2020, 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 15, 2019, subject to the Reporting Person's continued employment with the Issuer.
F6 The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 15, 2019, subject to the Reporting Person's continued employment with the Issuer.
F7 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.
F8 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.
F9 The Non-Qualified Stock Options vest (1) 10% on the first anniversary of the grant date, July 15, 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.