AnnaMaria DeSalva - Jan 3, 2023 Form 4 Insider Report for RXO, Inc. (RXO)

Role
Director
Signature
/s/ Jeffrey D. Firestone, Attorney-in-Fact
Stock symbol
RXO
Transactions as of
Jan 3, 2023
Transactions value $
$0
Form type
4
Date filed
1/5/2023, 03:59 PM
Previous filing
Nov 1, 2022
Next filing
Jan 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RXO Common Stock Options Exercise $0 +6.89K +239.15% $0.00 9.77K Jan 3, 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
transaction RXO Restricted Stock Unit Options Exercise $0 -6.89K -17.49% $0.00 32.5K Jan 3, 2023 Common Stock 6.89K Direct F2, F3, F4
transaction RXO Restricted Stock Unit Award $0 +11.5K +35.51% $0.00 44K Jan 3, 2023 Common Stock 11.5K Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 1, 2022, XPO Logistics, Inc. ("XPO") completed a pro rata distribution of all of its shares of the Issuer's Common Stock, to the holders of record of XPO common stock on October 20, 2022 (the "Distribution"). The Reporting Person received a distribution from XPO of 2,881 shares of the Issuer's Common Stock.
F2 Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.
F3 The RSUs vested in full on January 3, 2023.
F4 On November 1, 2022, XPO completed the Distribution. This column includes all outstanding RSUs (including vested deferred and unvested RSUs) issued by the Issuer to the Reporting Person pursuant to the equitable adjustment of outstanding equity awards relating to XPO common stock in accordance with the terms of the Employee Matters Agreement, dated as of October 31, 2022, by and between XPO and the Issuer.
F5 The RSUs shall vest in full on January 3, 2024, subject to the Reporting Person's continued service as a director of the Issuer.