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

Role
Chief Human Resources Officer
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol
GXO
Transactions as of
Jan 15, 2022
Transactions value $
-$50,215
Form type
4
Date filed
1/19/2022, 07:06 PM
Previous filing
Oct 5, 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 +1.12K +15.89% $0.00 8.13K Jan 15, 2022 Direct
transaction GXO Common Stock Tax liability -$50.2K -550 -6.76% $91.30 7.58K 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 -1.12K -50% $0.00 1.12K Jan 15, 2022 Common Stock 1.12K Direct F2, F3, F4
* 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.