SEC Form 4 · accession 0001166003-19-000012
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oren Shaffer
Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 5:07 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, 2019 | A | 3,249 | A | — | — | Common Stock, par value $0.001 per share | 3,249 | 3,249 | D |
| Restricted Stock UnitF1,F3 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,071 | 2,071 | D |
| Restricted Stock UnitF1,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 3,970 | 3,970 | D |
| Restricted Stock UnitF1,F5 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 6,501 | 6,501 | D |
| Restricted Stock UnitF1,F6 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 4,257 | 4,257 | D |
| Restricted Stock UnitF1,F7 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 2,500 | 2,500 | D |
| Restricted Stock UnitF1,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 |
| WarrantsF9,F10 | $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.
- F10Represents 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.
- F2The RSUs shall vest on January 2, 2020, subject to the Reporting Person's continued service as a director of the Issuer.
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The 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.
- 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.
- F9The 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").