SEC Form 4 · accession 0001166003-17-000008
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Louis DeJoy
Director
Period of report
Jan 3, 2017
Accepted (ET)
Jan 4, 2017 · 6:59 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 share | Jan 3, 2017 | A | 9,687 | $0.00 | A | 445,834 | D | |
| Common Stock, par value $0.001 per share | Jan 3, 2017 | F | 3,313 | $43.16 | D | 442,521 | D | |
| Common Stock, par value $0.001 per share | Jan 4, 2017 | M | 6,501 | $0.00 | A | 449,022 | D | |
| Common Stock, par value $0.001 per shareF3 | holding | — | — | — | 192,086 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F5 | — | Jan 4, 2017 | M | 6,501 | D | — | — | Common Stock, par value $0.001 per share | 6,501 | 0 | D |
| Restricted Stock UnitF4,F6 | — | Jan 3, 2017 | A | 3,970 | A | — | — | Common Stock, par value $0.001 per share | 3,970 | 3,970 | D |
Explanation of responses
- F1The shares of Common Stock were issued to the Reporting Person pursuant to the Retirement and Release Agreement dated December 7, 2015 between the Issuer and the Reporting Person ("Retirement Agreement").
- F2No shares were sold by the Reporting Person. These shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements attributable to issuance of stock under the Retirement Agreement. This is not a discretionary transaction or open market sale.
- F3The Louis DeJoy Family Partnership, LLC is the direct beneficial owner of these securities. Louis DeJoy is the Managing Member of The Louis DeJoy Family Partnership, LLC.
- F4Each 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.
- F5The RSUs vested in full on January 4, 2017.
- F6The RSUs shall vest on January 3, 2018, subject to the Reporting Person's continued service as a director of the Issuer.