SEC Form 4 · accession 0001166003-18-000013
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oren Shaffer
Director
Period of report
Jan 2, 2018
Accepted (ET)
Jan 3, 2018 · 8:51 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 | holding | — | — | — | 12,500 | 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 UnitF1,F2 | — | Jan 2, 2018 | A | 2,071 | A | — | — | Common Stock, par value $0.001 per share | 2,071 | 2,071 | D |
| Restricted Stock UnitF1,F3 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 3,970 | 3,970 | D |
| Restricted Stock UnitF1,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 6,501 | 6,501 | D |
| Restricted Stock UnitF1,F5 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 4,257 | 4,257 | D |
| Restricted Stock UnitF1,F6 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Restricted Stock UnitF1,F7 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Director Stock Option (right to buy) | $23.19 | holding | — | — | — | Jan 2, 2015 | Dec 12, 2023 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy) | $16.74 | holding | — | — | — | Dec 11, 2013 | Dec 11, 2022 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| Director Stock Option (right to buy) | $9.28 | holding | — | — | — | Sep 2, 2012 | Nov 21, 2021 | Common Stock, par value $0.001 per share | 8,000 | 8,000 | D |
| WarrantsF8,F9 | $7.00 | holding | — | — | — | Sep 2, 2011 | Sep 2, 2021 | Common Stock, par value $0.001 per share | 8,500 | 8,500 | D |
Explanation of responses
- F1Each 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.
- F2The RSUs shall vest on January 2, 2019, subject to the Reporting Person's continued service as a director of the Issuer.
- F3The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
- F4The RSUs vested in full on January 4, 2017 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
- F5The RSUs vested in full on January 2, 2016 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
- F6The RSUs vested in full on January 2, 2015 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
- F7The RSUs vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.
- F8The 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").
- F9Represents 8,500 shares of Common Stock initially issuable upon the exercise of 8,500 Warrants, subject to adjustment as set forth in the Warrant Certificate.
Remarks
See Exhibit 24, Power of Attorney, attached.