SEC Form 4 · accession 0001166003-18-000015
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason D Papastavrou
Director
Period of report
Jan 2, 2018
Accepted (ET)
Jan 3, 2018 · 9:14 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 2, 2018 | M | 2,500 | $0.00 | A | 12,500 | D | |
| Common Stock, par value $0.001 per shareF1 | holding | — | — | — | 1,375 | 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 UnitF2,F3 | — | Jan 2, 2018 | A | 2,071 | A | — | — | Common Stock, par value $0.001 per share | 2,071 | 2,071 | D |
| Restricted Stock UnitF2,F4 | — | Jan 2, 2018 | M | 2,500 | D | — | — | Common Stock, par value $0.001 per share | 2,500 | 0 | D |
| Restricted Stock UnitF2,F5 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 3,970 | 3,970 | D |
| Restricted Stock UnitF2,F6 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 6,501 | 6,501 | D |
| Restricted Stock UnitF2,F7 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 4,257 | 4,257 | D |
| Restricted Stock UnitF2,F8 | — | 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 |
| See footnoteF9,F13,F10,F11,F12 | $7.00 | holding | — | — | — | Sep 2, 2011 | — | Common Stock, par value $0.001 per share | 92,857 | 650 | I |
| WarrantsF13,F14,F15 | $7.00 | holding | — | — | — | Sep 2, 2011 | Sep 2, 2021 | Common Stock, par value $0.001 per share | 92,857 | 92,857 | I |
Explanation of responses
- F1The Brett A. Athans Declaration of Trust is the direct beneficial owner of these securities. Jason D. Papastavrou is the trustee of the Brett A. Athans Declaration of Trust.
- F10The 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").
- F11The Series A Convertible Perpetual Preferred Stock has no expiration date.
- F12Represents 92,857 shares of Common Stock initially issuable upon conversion of 650 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.
- F13Springer Wealth Management LLC is the direct beneficial owner of these securities. Jason D. Papastavrou is the owner of 100% of the equity interests of Springer Wealth Management LLC.
- F14The 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").
- F15Represents 92,857 shares of Common Stock initially issuable upon the exercise of 92,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.
- F2Each 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.
- F3The RSUs shall vest on January 2, 2019, subject to the Reporting Person's continued service as a director of the Issuer.
- F4The RSUs vested in full on January 2, 2015 and were subject to a deferral election. Shares of Common Stock were delivered to the Reporting Person as per the terms of the deferral election.
- F5The 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.
- F6The 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.
- F7The 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.
- F8The 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.
- F9Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
Remarks
See Exhibit 24, Power of Attorney, attached.