MICHAEL G. JESSELSON - 02 Jan 2024 Form 4 Insider Report for XPO, Inc. (XPO)

Role
Director
Signature
/s/ Wendy Cassity, Attorney-in-Fact
Issuer symbol
XPO
Transactions as of
02 Jan 2024
Net transactions value
$0
Form type
4
Filing time
03 Jan 2024, 16:17:58 UTC
Previous filing
05 Jan 2023
Next filing
11 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPO Common Stock Options Exercise $0 +5,480 +14% $0.000000 43,451 02 Jan 2024 Direct F1
holding XPO Common Stock 201,001 02 Jan 2024 See footnote F2
holding XPO Common Stock 6,000 02 Jan 2024 See footnote F3
holding XPO Common Stock 8,000 02 Jan 2024 See footnote F4
holding XPO Common Stock 8,000 02 Jan 2024 See footnote F5
holding XPO Common Stock 8,000 02 Jan 2024 See footnote F6
holding XPO Common Stock 21,057 02 Jan 2024 See footnote F7

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 Options Exercise $0 -5,480 -100% $0.000000* 0 02 Jan 2024 Common Stock 5,480 Direct F8, F9
transaction XPO Restricted Stock Unit Award $0 +2,160 $0.000000 2,160 02 Jan 2024 Common Stock 2,160 Direct F8, F10
holding XPO Restricted Stock Unit 5,446 02 Jan 2024 Common Stock 5,446 Direct F8, F11
holding XPO Restricted Stock Unit 10,442 02 Jan 2024 Common Stock 10,442 Direct F8, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 5,000 of these securities are held in an individual retirement account of Michael G. Jesselson.
F2 The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.
F3 Michael G. Jesselson's spouse is the direct beneficial owner of these securities.
F4 These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
F5 These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
F6 These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
F7 The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust.
F8 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.
F9 These RSUs vested in full on January 2, 2024.
F10 The RSUs shall vest in full on January 2, 2025, subject to the Reporting Person's continued service as a director of the Issuer.
F11 The RSUs vested in full on January 2, 2019 and are subject to a deferral election. On March 23, 2023, the Board of Directors of the Issuer terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after April 1, 2024 and not later than March 31, 2025.
F12 The RSUs vested in full on January 3, 2018 and are subject to a deferral election. On March 23, 2023, the Board of Directors of the Issuer terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after April 1, 2024 and not later than March 31, 2025.

Remarks:

See Exhibit 24, Power of Attorney, attached.