SEC Form 4 · accession 0001166003-17-000034
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lance A Robinson
Officer — Chief Accounting Officer
Period of report
Oct 2, 2017
Accepted (ET)
Oct 3, 2017 · 6:30 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 | Oct 2, 2017 | M | 1,667 | $0.00 | A | 7,901 | D | |
| Common Stock, par value $0.001 per share | Oct 2, 2017 | M | 10,000 | $0.00 | A | 17,901 | D | |
| Common Stock, par value $0.001 per shareF1 | Oct 2, 2017 | F | 5,479 | $67.78 | D | 12,422 | 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 | — | Oct 2, 2017 | M | 1,667 | D | — | — | Common Stock, par value $0.001 per share | 1,667 | 1,666 | D |
| Restricted Stock UnitF2,F4 | — | Oct 2, 2017 | M | 10,000 | D | — | — | Common Stock, par value $0.001 per share | 10,000 | 80,000 | D |
Explanation of responses
- F1No shares were sold by the Reporting Person. These shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements upon the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested on October 1, 2017 as originally scheduled, and were settled on October 2, 2017. This is not a discretionary transaction or open market sale.
- 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 three annual installments of 1,667, 1,667 and 1,666 shares, beginning on October 1, 2016 and continuing on the first and second anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
- F4The RSUs vest in ten annual installments of 10,000 shares each, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
Remarks
See attached Exhibit 24 - Power of Attorney.