4//SEC Filing
Fernandez M Sean 4
Accession 0001140361-12-039534
CIK 0001166003other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 6:17 PM ET
Size
14.2 KB
Accession
0001140361-12-039534
Insider Transaction Report
Form 4
Fernandez M Sean
CHIEF OPERATING OFFICER
Transactions
- Exercise/Conversion
Common Stock
2012-09-02+5,000→ 13,325 total - Award
Common Stock
2012-09-02+25,000→ 38,325 total - Tax Payment
Common Stock
2012-09-02$14.83/sh−8,700$129,021→ 29,625 total - Exercise/Conversion
Restricted Stock Units
2012-09-02−5,000→ 50,000 total→ Common Stock, par value $0.001 per share (5,000 underlying)
Holdings
- 13,500(indirect: By Spouse)
Common Stock
- 2,290(indirect: See footnote)
Common Stock
- 2,300(indirect: See footnote)
Common Stock
Footnotes (5)
- [F1]Each Restricted Stock Unit represented 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. The transactions reported in this Form 4 relate to the vesting and settlement of previously granted restricted stock units, as well as the withholding of shares to satisfy tax withholding obligations related to the settlement of, and pursuant to the terms of the award agreements governing, such restricted stock units (see footnote 3). There were no open market sales related to the settlement of the restricted stock units or reported on this Form 4.
- [F2]On November 7, 2011, the Reporting Person was granted 95,000 unvested restricted stock units, subject to the Company's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On August 20, 2012, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to the performance-based restricted stock units had been satisfied. Since the applicable performance criteria has been satisfied, this award of restricted stock units vests as follows: the first installment of 25,000 performance-based restricted stock units vested and was settled on September 2, 2012 and 17,500 performance-based restricted stock units shall vest and be settled on each of the second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
- [F3]In connection with the vesting of the first installment of the Restricted Stock Units, the Issuer withheld 1,450 shares of Common Stock to satisfy tax withholding obligations, and in connection with the vesting of the first installment of the performance-based restricted stock units, the Issuer withheld 7,250 shares of Common Stock to satisfy tax withholding obligations.
- [F4]These shares are held in the Reporting Person's daughters' Uniform Transfer to Minors Act (UTMA) accounts, of which the Reporting Person's spouse is the custodian.
- [F5]The Restricted Stock Units were initially unvested. The first installment of 5,000 Restricted Stock Units vested and was settled on September 2, 2012.
Documents
Issuer
XPO Logistics, Inc.
CIK 0001166003
Entity typeother
Related Parties
1- filerCIK 0001534191
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 6:17 PM ET
- Size
- 14.2 KB