SEC Form 4 · accession 0001166003-18-000026

XPO, Inc. · XPO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Strategy Officer

Period of report

Feb 15, 2018

Accepted (ET)

Feb 16, 2018 · 5:03 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, 2018	M	5,714	$0.00	A	72,945	D
Common Stock, par value $0.001 per share^F1,F2	Feb 15, 2018	F	1,965	$92.00	D	70,980	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F3,F4	—	Feb 15, 2018	M	5,714	D	—	—	Common Stock, par value $0.001 per share	5,714	0	D

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, 2018, as originally scheduled, and there were no related discretionary transactions or open market sales.
F2These securities are held jointly with the Reporting Person's spouse.
F3Each 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.
F4The 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.

See Exhibit 24, Power of Attorney, attached.