Richard Cawston - Dec 15, 2023 Form 3 Insider Report for GXO Logistics, Inc. (GXO)

Role
Chief Revenue Officer
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol
GXO
Transactions as of
Dec 15, 2023
Transactions value $
$0
Form type
3
Date filed
12/26/2023, 05:33 PM
Next filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GXO Common Stock 56.7K Dec 15, 2023 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
holding GXO Non-Qualified Stock Options (right to buy) Dec 15, 2023 Common Stock 165K $64.91 Direct F1, F2
holding GXO Restricted Stock Units Dec 15, 2023 Common Stock 4.67K Direct F2, F3, F4
holding GXO Restricted Stock Units Dec 15, 2023 Common Stock 5.06K Direct F4, F5
holding GXO Restricted Stock Units Dec 15, 2023 Common Stock 8.97K Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Non-Qualified Stock Options (1) vested (i) 10% on the first anniversary of the grant date, June 7, 2021 and (ii) 15% on the second anniversary of the grant date, and (2) will vest (i) 20% on the third anniversary of the grant date, (ii) 25% on the fourth anniversary of the grant date, and (iii) 30% on the fifth anniversary of the grant date, subject to the Reporting Person's continued employment with GXO Logistics, Inc. ("GXO").
F2 On August 2, 2021, XPO, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of 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 The Restricted Stock Units ("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 GXO.
F4 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.
F5 The RSUs vest in three equal annual installments on the second, third, and fourth anniversaries of the grant date, March 30, 2022, subject to the Reporting Person's continued employment with GXO.
F6 The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 7, 2023, subject to the Reporting Person's continued employment with GXO.

Remarks:

See Exhibit 24 - Power of Attorney attached.