SEC Form 4 · accession 0001166003-19-000025
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth R Wagers III
Officer — Chief Operating Officer
Period of report
Mar 11, 2019
Accepted (ET)
Mar 11, 2019 · 6:17 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 | Mar 11, 2019 | M | 9,292 | $0.00 | A | 9,292 | D | |
| Common Stock, par value $0.001 per share | Mar 11, 2019 | F | 2,286 | $49.85 | D | 7,006 | 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 | — | Mar 11, 2019 | M | 9,292 | D | — | — | Common Stock, par value $0.001 per share | 9,292 | 95,708 | D |
| Restricted Stock UnitF2,F3 | — | Mar 11, 2019 | D | 95,708 | D | — | — | Common Stock, par value $0.001 per share | 95,708 | 0 | 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 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.
- F3On April 23, 2018, the Reporting Person received a grant of 105,000 RSUs, 10,500 of which were scheduled to vest on the first anniversary of the grant. The 9,292 RSUs reported as vested on this report represent the prorated portion of RSUs that vested upon the Reporting Person's termination without cause pursuant to the terms of his award agreement with the Issuer dated April 23, 2018. The remaining 95,708 RSUs were forfeited upon the Reporting Person's termination without cause in accordance with the terms of such award agreement.