SEC Form 4 · accession 0001396318-15-000008
XPO, Inc. · XPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Sep 8, 2015
Accepted (ET)
Sep 9, 2015 · 9:45 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 | Sep 8, 2015 | C | 992,111 | $45.00 | A | 13,637,746 | D |
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 StockF1,F2,F3 | $45.00 | Sep 8, 2015 | C | 44,645 | D | — | — | Common Stock | 992,111 | 0 | D |
Explanation of responses
- F1The initial conversion price of the Series C Convertible Perpetual Preferred Stock (the "Series C Preferred Stock") is $45 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series C Convertible Perpetual Preferred Stock, included in Exhibit 4.1 to the Issuer's Report on Form 8-K filed with the SEC on June 1, 2015 (the "Certificate of Designation").
- F2The Series C Preferred Stock has no expiration date and automatically converts into Common Stock on the date of stockholder approval of the Issuer's proposal to issue Common Stock upon conversion of the Series C Preferred Stock.
- F3Shares of Common Stock initially issuable upon conversion of Series C Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.