Baris Oran - 07 Mar 2023 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role
Chief Financial Officer
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Issuer symbol
GXO
Transactions as of
07 Mar 2023
Net transactions value
$0
Form type
4
Filing time
09 Mar 2023, 17:32:38 UTC
Previous filing
01 Apr 2022
Next filing
04 Apr 2023
SEC
View on sec.gov

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 +10,766 $0.000000 10,766 07 Mar 2023 Common Stock 10,766 Direct F1, F2
holding GXO Restricted Stock Units 25,000 07 Mar 2023 Common Stock 25,000 Direct F1, F3
holding GXO Restricted Stock Units 7,500 07 Mar 2023 Common Stock 7,500 Direct F1, F4
holding GXO Non-Qualified Stock Options (right to buy) 219,898 07 Mar 2023 Common Stock 219,898 $65.60 Direct F5, F6
* 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 These RSUs vest in four equal annual installments on March 7, 2024, March 7, 2025, March 7, 2026 and March 7, 2027, subject to the Reporting Person's continued employment with GXO.
F3 The RSUs vest in two equal installments on April 1, 2024 and April 1, 2025, subject to the Reporting Person's continued employment with GXO.
F4 These RSUs vest in four equal annual installments on April 1, 2023, April 1, 2024, April 1, 2025 and April 1, 2026, subject to the Reporting Person's continued employment with GXO.
F5 On August 2, 2021, XPO, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Common Stock, to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on July 23, 2021. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 1, 2021, by and between XPO and GXO, all outstanding equity awards with respect to XPO Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to GXO Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of XPO Common Stock on the close of trading on July 30, 2021 and (ii) the closing price of a share of GXO Common Stock on August 2, 2021.
F6 The Non-Qualified Stock Options (1) vested 10% on the first anniversary of the grant date, May 17, 2021, and (2) will vest (i) 15% on the second anniversary of the grant date, (ii) 20% on the third anniversary of the grant date,(iii) 25% on the fourth anniversary of the grant date, and (iv) 30% on the fifth anniversary of the grant date, subject to the Reporting Person's continued employment with GXO.