SEC Form 4 · accession 0001166003-15-000050
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Malat
Officer — Chief Strategy Officer
Period of report
Sep 2, 2015
Accepted (ET)
Sep 4, 2015 · 5:08 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 | Sep 2, 2015 | M | 14,000 | $0.00 | A | 50,022 | D | |
| Common Stock, par value $0.001 per share | Sep 2, 2015 | M | 3,500 | $0.00 | A | 53,522 | D | |
| Common Stock, par value $0.001 per shareF2 | Sep 2, 2015 | F | 8,185 | $34.26 | D | 45,337 | 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 UnitF3,F4,F5 | — | Sep 2, 2015 | M | 14,000 | D | — | — | Common Stock, par value $0.001 per share | 14,000 | 14,000 | D |
| Restricted Stock UnitF3,F4,F6 | — | Sep 2, 2015 | M | 3,500 | D | — | — | Common Stock, par value $0.001 per share | 3,500 | 3,500 | D |
Explanation of responses
- F1These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on September 2, 2015, as originally scheduled, and there were no related discretionary transactions or open market sales.
- F2These securities are held in a joint account with the Reporting Person's spouse.
- F3Each 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.
- F4The RSUs vested and were settled on September 2, 2015.
- F5On October 21, 2011, the Reporting Person was granted 70,000 unvested RSUs. The RSUs shall thereafter vest in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
- F6On October 21, 2011, the Reporting Person was granted 17,500 unvested RSUs, subject to the Issuers satisfaction of certain predetermined performance criteria and the Reporting Persons continued employment with the Issuer. On August 20, 2012, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs has been satisfied, and such RSUs shall thereafter vest in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.