SEC Form 4 · accession 0001209191-15-048704
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 11:53 am 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 shareF1,F2 | May 29, 2015 | P | 1,845,177 | $45.00 | A | 9,999,123 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Perpetual Preferred StockF3,F4,F1,F2 | — | May 29, 2015 | P | 66,967 | A | — | — | Common Stock, par value $0.001 per share | 1,488,155 | 66,967 | I |
Explanation of responses
- F1This report is filed jointly by GIC Private Limited and Coral Blue Investment Pte. Ltd. (collectively, the "Reporting Persons"). Coral Blue Investment Pte. Ltd. is the direct owner of 8,153,946 shares of Common Stock of the Issuer and 66,967 shares of Series C Convertible Perpetual Preferred Stock of the Issuer and shares the power to vote and the power to dispose of all of such shares of Common Stock and Series C Convertible Perpetual Preferred Stock with GIC Private Limited. No individual has beneficial ownership over the Common Stock or Series C Convertible Perpetual Preferred Stock beneficially owned by the Reporting Persons.
- F2(Continued from footnote 1) Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3On May 29, 2015, the Issuer and Coral Blue Investment Pte. Ltd. entered into an Investment Agreement pursuant to which the Issuer issued to Coral Blue Investment Pte. Ltd. (a) 1,845,177 shares of Common Stock of the Issuer at a price of US$45.00 per share of Common Stock, and (b) 66,967 shares of Series C Convertible Perpetual Preferred Stock of the Issuer at a price of US$1,000.00 per share of Series C Preferred Stock. The Series C Convertible Perpetual Preferred Stock will convert automatically into shares of Common Stock of the Issuer upon the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series C Convertible Perpetual Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual, but are not otherwise convertible into shares of Common Stock, and Series C Convertible Perpetual Preferred Stock does not entitle the holder thereof to exercise any voting rights with respect to the underlying shares of Common Stock of the Issuer
- F4(Continued from footnote 3) Under the Certificate of Designation of Series C Convertible Perpetual Preferred Stock of the Issuer, upon the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series C Convertible Perpetual Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual, the 66,967 shares of Series C Convertible Perpetual Preferred Stock of the Issuer acquired by Coral Blue Investment Pte. Ltd. pursuant to the May 29, 2015 Investment Agreement will automatically convert into 1,488,155 shares of Common Stock of the Issuer (over which GIC Private Limited shares the power to vote and the power to dispose of all of such shares).