SEC Form 4 · accession 0001166003-15-000010
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Martell
Director
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 4:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001166003
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | holding | — | — | — | 51,139 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F3 | — | Jan 2, 2015 | A | 4,257 | A | — | — | Common Stock, par value $0.001 per share | 4,257 | 4,257 | D |
| Restricted Stock UnitF2,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Restricted Stock UnitF2,F5 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Director Stock Option (right to buy)F6 | $23.19 | holding | — | — | — | — | Dec 12, 2023 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy) | $16.74 | holding | — | — | — | Dec 11, 2013 | Dec 11, 2022 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy) | $9.28 | holding | — | — | — | Sep 2, 2012 | Nov 21, 2021 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy)F7 | $5.00 | holding | — | — | — | — | Jan 29, 2020 | Common Stock, par value $0.001 per share | 6,250 | 6,250 | D |
| Director Stock Option (right to buy)F7 | $3.88 | holding | — | — | — | — | Jan 27, 2019 | Common Stock, par value $0.001 per share | 6,250 | 6,250 | D |
| Director Stock Option (right to buy)F7 | $4.16 | holding | — | — | — | — | Jan 28, 2018 | Common Stock, par value $0.001 per share | 6,250 | 6,250 | D |
| Director Stock Option (right to buy)F7 | $5.40 | holding | — | — | — | — | Feb 28, 2017 | Common Stock, par value $0.001 per share | 6,250 | 6,250 | D |
| Director Stock Option (right to buy)F7 | $2.96 | holding | — | — | — | — | Dec 12, 2015 | Common Stock, par value $0.001 per share | 25,000 | 25,000 | D |
| Director Stock Option (right to buy)F7 | $5.00 | holding | — | — | — | — | Jul 15, 2015 | Common Stock, par value $0.001 per share | 25,000 | 25,000 | D |
| See footnoteF8,F9,F10,F11 | $7.00 | holding | — | — | — | Sep 2, 2011 | — | Common Stock, par value $0.001 per share | 103,571 | 725 | D |
| WarrantsF12,F13 | $7.00 | holding | — | — | — | Sep 2, 2011 | Sep 2, 2021 | Common Stock, par value $0.001 per share | 103,572 | 103,572 | D |
Explanation of responses
- F139,099 of these shares were purchased by the Reporting Person pursuant to a subscription agreement with the Issuer, dated July 12, 2013, which closed on August 15, 2013, and are restricted for resale until September 2, 2016.
- F10The Series A Convertible Perpetual Preferred Stock has no expiration date.
- F11Represents 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.
- F12The 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").
- F13Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
- F2Each 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.
- F3The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.
- F4The Restricted Stock Units vested in full on January 2, 2015 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.
- F5The Restricted Stock Units vested in full on December 11, 2013 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.
- F6The Director Stock Options vested and became exercisable on January 2, 2015.
- F7The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
- F8Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
- F9The 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").