SEC Form 4 · accession 0001166003-16-000129
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S Jacobs Bradley
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Sep 2, 2016
Accepted (ET)
Sep 7, 2016 · 5:38 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, 2016 | M | 10,000 | $0.00 | A | 115,016 | D | |
| Common Stock, par value $0.001 per share | Sep 2, 2016 | M | 32,000 | $0.00 | A | 147,016 | D | |
| Common Stock, par value $0.001 per share | Sep 2, 2016 | F | 20,555 | $35.78 | D | 126,461 | 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 | — | Sep 2, 2016 | M | 10,000 | D | — | — | Common Stock, par value $0.001 per share | 10,000 | 0 | D |
| Restricted Stock UnitF2,F4 | — | Sep 2, 2016 | M | 32,000 | D | — | — | Common Stock, par value $0.001 per share | 32,000 | 0 | D |
| Employee Stock Option (right to buy)F5 | $9.28 | holding | — | — | — | — | Nov 21, 2021 | Common Stock, par value $0.001 per share | 250,000 | 250,000 | D |
| See footnoteF6,F10,F7,F8,F9 | $7.00 | holding | — | — | — | Sep 2, 2011 | — | Common Stock, par value $0.001 per share | 9,642,857 | 67,500 | I |
| WarrantsF10,F11,F12 | $7.00 | holding | — | — | — | Sep 2, 2011 | Sep 2, 2021 | Common Stock, par value $0.001 per share | 9,642,857 | 9,642,857 | I |
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, 2016, as originally scheduled, and there were no related discretionary transactions or open market sales.
- F10Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, LLC.
- 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 9,642,857 shares of Common Stock initially issuable upon the exercise of 9,642,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.
- F2Each 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 RSUs 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.
- F4The RSUs 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 satisfaction of a specified performance goal, which has been certified as having been satisfied, and the Reporting Person's continued employment with the Issuer on such dates.
- F5The Employee Stock Options are fully vested and exercisable as of the filing date of this Form 4.
- F6Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
- F7The 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").
- F8The Series A Convertible Perpetual Preferred Stock has no expiration date.
- F9Represents 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.