Gena L. Ashe - 02 Jan 2024 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
02 Jan 2024
Net transactions value
-$612,048
Form type
4
Filing time
04 Jan 2024, 17:08:48 UTC
Previous filing
04 Dec 2023
Next filing
11 Mar 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GXO Common Stock Options Exercise $0 +4,453 $0.000000 4,453 03 Jan 2024 Direct
transaction GXO Common Stock Options Exercise $0 +5,260 +118% $0.000000 9,713 03 Jan 2024 Direct
transaction GXO Common Stock Options Exercise $0 +7,145 +74% $0.000000 16,858 03 Jan 2024 Direct
transaction GXO Common Stock Options Exercise $0 +8,730 +52% $0.000000 25,588 03 Jan 2024 Direct
transaction GXO Common Stock Sale $559,221 -9,626 -38% $58.09 15,962 03 Jan 2024 Direct F1, F2
transaction GXO Common Stock Sale $52,827 -900 -5.6% $58.70 15,062 03 Jan 2024 Direct F1, F3

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 -4,453 -100% $0.000000* 0 03 Jan 2024 Common Stock 4,453 Direct F4, F5
transaction GXO Restricted Stock Units Options Exercise $0 -5,260 -100% $0.000000* 0 03 Jan 2024 Common Stock 5,260 Direct F4, F6
transaction GXO Restricted Stock Units Options Exercise $0 -7,145 -100% $0.000000* 0 03 Jan 2024 Common Stock 7,145 Direct F4, F7
transaction GXO Restricted Stock Units Options Exercise $0 -4,554 -100% $0.000000* 0 03 Jan 2024 Common Stock 4,554 Direct F4, F8
transaction GXO Restricted Stock Units Options Exercise $0 -8,730 -100% $0.000000* 0 03 Jan 2024 Common Stock 8,730 Direct F4, F9
transaction GXO Restricted Stock Units Options Exercise $0 -5,972 -100% $0.000000* 0 03 Jan 2024 Common Stock 5,972 Direct F4, F10
transaction GXO Restricted Stock Units Award $0 +1,282 $0.000000 1,282 02 Jan 2024 Common Stock 1,282 Direct F4, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were 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 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $57.67 to $58.66, inclusive. The reporting person undertakes to provide to GXO Logistics, Inc. ("GXO"), any security holder of GXO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
F3 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $58.67 to $58.75, inclusive.
F4 Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of 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.
F5 The RSUs vested in full on January 3, 2024.
F6 The RSUs vested in full on January 4, 2021 and were 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. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.
F7 The RSUs vested in full on January 2, 2020 and were 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. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.
F8 The RSUs vested in full on January 2, 2019 and were 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. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.
F9 The RSUs vested in full on January 3, 2018 and were 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. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.
F10 The RSUs vested in full on January 1, 2018 and were 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. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.
F11 The RSUs shall vest in full on January 2, 2025, subject to the Reporting Person's continued service as a director of GXO.