SEC Form 4 · accession 0001166003-18-000059
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 1, 2018
Accepted (ET)
Oct 3, 2018 · 5:09 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 1, 2018 | M | 1,666 | $0.00 | A | 36,112 | D | |
| Common Stock, par value $0.001 per share | Oct 1, 2018 | M | 10,000 | $0.00 | A | 46,112 | D | |
| Common Stock, par value $0.001 per share | Oct 1, 2018 | M | 20,000 | $0.00 | A | 66,112 | D | |
| Common Stock, par value $0.001 per shareF1 | Oct 1, 2018 | F | 15,507 | $113.27 | D | 50,605 | 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 1, 2018 | M | 1,666 | D | — | — | Common Stock, par value $0.001 per share | 1,666 | 0 | D |
| Restricted Stock UnitF2,F4 | — | Oct 1, 2018 | M | 10,000 | D | — | — | Common Stock, par value $0.001 per share | 10,000 | 70,000 | D |
| Restricted Stock UnitF2,F5 | — | Oct 1, 2018 | M | 20,000 | D | — | — | Common Stock, par value $0.001 per share | 20,000 | 40,000 | 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 October 1, 2018, 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 three equal annual installments, 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 equal annual installments of 10,000 shares, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
- F5On October 1, 2015, the Reporting Person was granted 100,000 unvested performance-based RSUs ("PRSUs"), subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On February 19, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such PRSUs has been satisfied. 40% of the PRSUs vested on February 19, 2018, and 20% vested on October 1, 2018. 20% of the PRSUs will vest on October 1, 2019 and October 1, 2020 each.