SEC Form 4 · accession 0001166003-15-000029
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Martell
Director
Period of report
Jun 15, 2015
Accepted (ET)
Jun 16, 2015 · 4:50 pm EDT
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 share | Jun 15, 2015 | M | 25,000 | $5.00 | A | 76,139 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F1,F2 | $5.00 | Jun 15, 2015 | M | 25,000 | D | — | Jul 15, 2015 | Common Stock, par value $0.001 per share | 25,000 | 0 | D |
| Restricted Stock UnitF3,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 4,257 | 4,257 | D |
| Restricted Stock UnitF3,F5 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Restricted Stock UnitF3,F6 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Director Stock Option (right to buy)F1 | $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)F1 | $16.74 | holding | — | — | — | — | Dec 11, 2022 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy)F1 | $9.28 | holding | — | — | — | — | Nov 21, 2021 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy)F1 | $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)F1 | $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)F1 | $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)F1 | $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)F1 | $2.96 | holding | — | — | — | — | Dec 12, 2015 | Common Stock, par value $0.001 per share | 25,000 | 25,000 | D |
| See footnoteF7,F8,F9,F10 | $7.00 | holding | — | — | — | Sep 2, 2011 | — | Common Stock, par value $0.001 per share | 103,571 | 725 | D |
| WarrantsF11,F12 | $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
- F1The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
- F10Represents 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.
- F11The 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").
- F12Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
- F2The Director Stock Options were scheduled by their original terms to expire on July 15, 2015. The Reporting Person exercised the Director Stock Options by cash payment to the Issuer and retained all underlying shares of Common Stock.
- F3Each Restricted Stock Unit 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.
- F4The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.
- F5The 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.
- F6The 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.
- F7Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
- F8The 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").
- F9The Series A Convertible Perpetual Preferred Stock has no expiration date.