SEC Filing - XPO, Inc.

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kingshott Adrian

(Last)

(First)

(Middle)

C/O XPO LOGISTICS, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XPO Logistics, Inc. [ XPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	12/29/2020		M		8,000	A	$16.74	15,500	D
Common Stock, par value $0.001 per share	12/29/2020		M		8,000	A	$23.19	23,500	D
Common Stock, par value $0.001 per share	12/29/2020		M		8,000	A	$9.28	31,500	D
Common Stock, par value $0.001 per share	12/29/2020		F⁽¹⁾		3,360	D⁽¹⁾	$117.22	28,140	D
Common Stock, par value $0.001 per share	12/30/2020		A⁽²⁾		42,857	A⁽²⁾	$7	70,997	D
Common Stock, par value $0.001 per share	12/30/2020		A⁽³⁾		40,316	A⁽³⁾	$7	111,313	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$23.19	12/29/2020		M			8,000	01/02/2015	12/12/2023	Common Stock, par value $0.001 per share	8,000	$0	0	D
Director Stock Option (right to buy)	$16.74	12/29/2020		M			8,000	12/11/2013	12/11/2022	Common Stock, par value $0.001 per share	8,000	$0	0	D
Director Stock Option (right to buy)	$9.28	12/29/2020		M			8,000	09/02/2012	11/21/2021	Common Stock, par value $0.001 per share	8,000	$0	0	D
See footnote⁽⁴⁾	$7⁽⁵⁾	12/30/2020		D⁽²⁾			300	09/02/2011	⁽⁶⁾	Common Stock, par value $0.001 per share	42,857⁽⁷⁾	$0	0	D
Warrants	$7⁽⁸⁾	12/29/2020		D⁽³⁾			42,857	09/02/2011	09/02/2021	Common Stock, par value $0.001 per share	42,857⁽⁹⁾	$0	0	D
Restricted Stock Unit	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock, par value $0.001 per share	2,392		2,392	D
Restricted Stock Unit	⁽¹⁰⁾							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	3,249		3,249	D
Restricted Stock Unit	⁽¹⁰⁾							⁽¹³⁾	⁽¹³⁾	Common Stock, par value $0.001 per share	2,071		2,071	D
Restricted Stock Unit	⁽¹⁰⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock, par value $0.001 per share	3,970		3,970	D
Restricted Stock Unit	⁽¹⁰⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Stock, par value $0.001 per share	6,501		6,501	D
Restricted Stock Unit	⁽¹⁰⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Stock, par value $0.001 per share	4,257		4,257	D

Explanation of Responses:

1. No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.

2. Adrian P. Kingshott exchanged 300 shares of Series A Convertible Perpetual Preferred Stock for 42,857 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and Adrian P. Kingshott.

3. Adrian P. Kingshott exchanged 42,857 Warrants for 40,316 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and Adrian P. Kingshott.

4. Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

5. The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").

6. The Series A Convertible Perpetual Preferred Stock has no expiration date.

7. Represents 42,857 shares of Common Stock initially issuable upon conversion of 300 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

8. The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").

9. Represents 42,857 shares of Common Stock initially issuable upon conversion of 42,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.

10. 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.

11. The RSUs shall vest in full on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

12. The RSUs vested in full on January 2, 2020 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

13. The RSUs vested in full on January 2, 2019 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

14. The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

15. The RSUs vested in full on January 4, 2017 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

16. The RSUs vested in full on January 2, 2016 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	12/30/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.