Marlene M. Colucci - Jan 3, 2023 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role: Director
Signature: /s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol: GXO
Transactions as of: Jan 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2023, 04:28 PM
Previous filing: Jan 4, 2022
Next filing: Jan 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GXO	Common Stock						2.64K	Jan 3, 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
transaction	GXO	Restricted Stock Units	Award	$0	+4.45K		$0.00	4.45K	Jan 3, 2023	Common Stock	4.45K		Direct	F1, F2
holding	GXO	Restricted Stock Units						2.12K	Jan 3, 2023	Common Stock	2.12K		Direct	F1, F3
holding	GXO	Restricted Stock Units						3.53K	Jan 3, 2023	Common Stock	3.53K		Direct	F1, F4
holding	GXO	Restricted Stock Units						5.26K	Jan 3, 2023	Common Stock	5.26K		Direct	F1, F5

* 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, 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.
F2	The RSUs shall vest in full on January 3, 2024, subject to the Reporting Person's continued service as a director of GXO.
F3	The RSUs vested in full on January 3, 2023 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.
F4	The RSUs vested in full on January 3, 2022 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 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.