Baris Oran - Mar 7, 2023 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role
Chief Financial Officer
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol
GXO
Transactions as of
Mar 7, 2023
Transactions value $
$0
Form type
4
Date filed
3/9/2023, 05:32 PM
Previous filing
Apr 1, 2022
Next filing
Apr 4, 2023

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 +10.8K $0.00 10.8K Mar 7, 2023 Common Stock 10.8K Direct F1, F2
holding GXO Restricted Stock Units 25K Mar 7, 2023 Common Stock 25K Direct F1, F3
holding GXO Restricted Stock Units 7.5K Mar 7, 2023 Common Stock 7.5K Direct F1, F4
holding GXO Non-Qualified Stock Options (right to buy) 220K Mar 7, 2023 Common Stock 220K $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.