S. Jacobs Bradley - Nov 1, 2022 Form 4 Insider Report for XPO Logistics, Inc. (XPO)

Role
Executive Chairman, Director
Signature
/s/ Riina Tohvert, Attorney-in-Fact
Stock symbol
XPO
Transactions as of
Nov 1, 2022
Transactions value $
$0
Form type
4
Date filed
11/3/2022, 08:30 PM
Previous filing
Aug 12, 2022
Next filing
Nov 17, 2022

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 XPO Restricted Stock Unit Award $0 +1.17M $0.00 1.17M Nov 1, 2022 Common Stock, par value $0.001 per share 1.17M Direct F1, F2
* 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, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.
F2 In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards. On November 1, 2022, the Issuer completed a distribution of all of the outstanding shares of common stock of RXO, Inc. ("RXO") to the Issuer's stockholders (the "Distribution"). Contingent upon and effective as of the completion of the Distribution, the PSU awards were converted into a single time-based vesting restricted stock unit ("RSU") award. The RSU award (i) vests on December 31, 2024, generally subject to continued employment and/or service of the Reporting Person on the Issuer's board of directors through the vesting date, and (ii) the after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025.

Remarks:

See attached Exhibit 24, Power of Attorney.