SEC Form 4 · accession 0001166003-19-000009
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael G Jesselson
Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 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 shareF1 | holding | — | — | — | 33,258 | D | ||
| Common Stock, par value $0.001 per shareF2 | holding | — | — | — | 10,000 | I | See footnote | |
| Common Stock, par value $0.001 per shareF3 | holding | — | — | — | 12,000 | I | See footnote | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 12,000 | I | See footnote | |
| Common Stock, par value $0.001 per shareF5 | holding | — | — | — | 12,000 | I | See footnote | |
| Common Stock, par value $0.001 per shareF6 | holding | — | — | — | 10,000 | 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 UnitF7,F8 | — | Jan 2, 2019 | A | 3,249 | A | — | — | Common Stock, par value $0.001 per share | 3,249 | 3,249 | D |
| Restricted Stock UnitF7,F9 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,071 | 2,071 | D |
| Restricted Stock UnitF7,F10 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 3,970 | 3,970 | 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 footnoteF11,F14,F12,F13 | $7.00 | holding | — | — | — | Sep 2, 2011 | — | Common Stock, par value $0.001 per share | 103,570 | 725 | I |
| WarrantsF14,F15,F16 | $7.00 | holding | — | — | — | Sep 2, 2011 | Sep 2, 2021 | Common Stock, par value $0.001 per share | 103,572 | 103,572 | I |
| WarrantsF6,F15,F17 | $7.00 | holding | — | — | — | Sep 2, 2011 | Sep 2, 2021 | Common Stock, par value $0.001 per share | 21,322 | 21,322 | I |
Explanation of responses
- F115,000 of these securities are held in an individual retirement account of Michael G. Jesselson.
- F10The 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.
- F11Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
- F12The 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").
- F13The Series A Convertible Perpetual Preferred Stock has no expiration date.
- F14The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.
- F15The 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").
- F16Represents 103,572 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate.
- F17Represents 21,322 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate.
- F2Michael G. Jesselson's spouse is the direct beneficial owner of these securities.
- F3These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
- F4These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee
- F5These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
- F6These securities are held by Michael G. Jesselson and Linda Jesselson Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson. Michael G. Jesselson is a trustee of the trust.
- F7Each 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.
- F8The RSUs shall vest on January 2, 2020, subject to the Reporting Person's continued service as a director of the Issuer.
- F9The RSUs vested in full on January 2, 2019 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.