S. Jacobs Bradley - Mar 6, 2023 Form 4/A - Amendment Insider Report for RXO, Inc. (RXO)

Role
Director
Signature
/s/ Jeffrey D. Firestone, Attorney-in-Fact
Stock symbol
RXO
Transactions as of
Mar 6, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
3/8/2023, 08:47 PM
Date Of Original Report
Mar 8, 2023
Previous filing
Jan 4, 2023
Next filing
Jan 3, 2024

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 Award $0 +43.1K +3.64% $0.00 1.23M Mar 6, 2023 Common Stock 43.1K Direct F1, F2, F3
* 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, 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.
F2 In connection with XPO, Inc.'s pro rata distribution (the "Distribution") of all of its shares of the Issuer's Common Stock on November 1, 2022 to the holders of record of XPO common stock on October 20, 2022, the reporting person received unvested restricted stock units ("RSUs"), subject to the satisfaction of certain predetermined performance criteria, 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. On March 6, 2023, the performance criteria applicable to such RSUs was satisfied.
F3 The RSUs will vest on December 31, 2023.

Remarks:

This Form 4 is amended to clarify that Footnote 3 is only applicable to Item 6 of Table II.