SEC Form 4 · accession 0001166003-17-000023
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gordon E Devens
Officer — Chief Legal Officer
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:53 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 | Feb 15, 2017 | M | 11,429 | $0.00 | A | 38,935 | D | |
| Common Stock, par value $0.001 per share | Feb 15, 2017 | F | 3,956 | $50.49 | D | 34,979 | 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 | — | Feb 15, 2017 | M | 11,429 | D | — | — | Common Stock, par value $0.001 per share | 11,429 | 11,428 | D |
Explanation of responses
- F1No shares were sold by the Reporting Person. These 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 February 15, 2017, as originally scheduled, and there were no related discretionary transactions or open market sales.
- 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 installments of 60% on September 2, 2016, and 20% each on February 15, 2017 and February 15, 2018, 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.