Gena L. Ashe - 17 Jan 2023 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role: Director
Signature: /s/ Karlis P. Kirsis, Attorney-in-Fact
Issuer symbol: GXO
Transactions as of: 17 Jan 2023
Net transactions value: -$111,788
Form type: 4
Filing time: 18 Jan 2023, 16:12:20 UTC
Previous filing: 04 Jan 2023
Next filing: 22 May 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GXO	Common Stock	Sale	$111,788	-2,120	-100%	$52.73	0	17 Jan 2023	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
holding	GXO	Restricted Stock Units						4,453	17 Jan 2023	Common Stock	4,453		Direct	F2, F3
holding	GXO	Restricted Stock Units						5,260	17 Jan 2023	Common Stock	5,260		Direct	F2, F4
holding	GXO	Restricted Stock Units						7,145	17 Jan 2023	Common Stock	7,145		Direct	F2, F5
holding	GXO	Restricted Stock Units						4,554	17 Jan 2023	Common Stock	4,554		Direct	F2, F6
holding	GXO	Restricted Stock Units						8,730	17 Jan 2023	Common Stock	8,730		Direct	F2, F7
holding	GXO	Restricted Stock Units						5,972	17 Jan 2023	Common Stock	5,972		Direct	F2, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale reported in this Form 4 was automatically effected pursuant to a previously executed selling plan dated December 15, 2022, that is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold for tax and estate planning purposes.
F2	Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock.
F3	The RSUs shall vest in full on January 3, 2024, subject to the Reporting Person's continued service as a director of GXO.
F4	The RSUs vested in full on January 4, 2021 and are subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024.
F5	The RSUs vested in full on January 2, 2020 and are subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024.
F6	The RSUs vested in full on January 2, 2019 and are subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024.
F7	The RSUs vested in full on January 3, 2018 and are subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024.
F8	The RSUs vested in full on January 1, 2018 and are subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024.