Kingshott Adrian 4

Accession 0001166003-20-000071

CIK 0001166003other

View on SEC.gov Company Profile

Filed

Dec 29, 7:00 PM ET

Accepted

Dec 30, 9:56 PM ET

Size

33.6 KB

Accession

0001166003-20-000071

Insider Transaction Report

Form 4

Period: 2020-12-29

XPO Logistics, Inc.XPO

Kingshott Adrian

Director

Transactions

Exercise/Conversion
Common Stock, par value $0.001 per share
2020-12-29$16.74/sh+8,000$133,920→ 15,500 total
Exercise/Conversion
Common Stock, par value $0.001 per share
2020-12-29$9.28/sh+8,000$74,240→ 31,500 total
Tax Payment
Common Stock, par value $0.001 per share
2020-12-29$117.22/sh−3,360$393,859→ 28,140 total
Exercise/Conversion
Director Stock Option (right to buy)
2020-12-29−8,000→ 0 total
Exercise: $16.74From: 2013-12-11Exp: 2022-12-11→ Common Stock, par value $0.001 per share (8,000 underlying)
Exercise/Conversion
Common Stock, par value $0.001 per share
2020-12-29$23.19/sh+8,000$185,520→ 23,500 total
Exercise/Conversion
Director Stock Option (right to buy)
2020-12-29−8,000→ 0 total
Exercise: $9.28From: 2012-09-02Exp: 2021-11-21→ Common Stock, par value $0.001 per share (8,000 underlying)
Award
Common Stock, par value $0.001 per share
2020-12-30$7.00/sh+42,857$299,999→ 70,997 total
Award
Common Stock, par value $0.001 per share
2020-12-30$7.00/sh+40,316$282,212→ 111,313 total
Exercise/Conversion
Director Stock Option (right to buy)
2020-12-29−8,000→ 0 total
Exercise: $23.19From: 2015-01-02Exp: 2023-12-12→ Common Stock, par value $0.001 per share (8,000 underlying)
Disposition to Issuer
See footnote
2020-12-30−300→ 0 total
Exercise: $7.00From: 2011-09-02→ Common Stock, par value $0.001 per share (42,857 underlying)
Disposition to Issuer
Warrants
2020-12-29−42,857→ 0 total
Exercise: $7.00From: 2011-09-02Exp: 2021-09-02→ Common Stock, par value $0.001 per share (42,857 underlying)

Holdings

Restricted Stock Unit
→ Common Stock, par value $0.001 per share (3,249 underlying)
3,249
Restricted Stock Unit
→ Common Stock, par value $0.001 per share (2,392 underlying)
2,392
Restricted Stock Unit
→ Common Stock, par value $0.001 per share (2,071 underlying)
2,071
Restricted Stock Unit
→ Common Stock, par value $0.001 per share (6,501 underlying)
6,501
Restricted Stock Unit
→ Common Stock, par value $0.001 per share (4,257 underlying)
4,257
Restricted Stock Unit
→ Common Stock, par value $0.001 per share (3,970 underlying)
3,970

Footnotes (16)

[F1]No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.
[F10]Each 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.
[F11]The RSUs shall vest in full on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.
[F12]The RSUs vested in full on January 2, 2020 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.
[F13]The 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.
[F14]The 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.
[F15]The 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.
[F16]The 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.
[F2]Adrian P. Kingshott exchanged 300 shares of Series A Convertible Perpetual Preferred Stock for 42,857 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and Adrian P. Kingshott.
[F3]Adrian P. Kingshott exchanged 42,857 Warrants for 40,316 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and Adrian P. Kingshott.
[F4]Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
[F5]The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").
[F6]The Series A Convertible Perpetual Preferred Stock has no expiration date.
[F7]Represents 42,857 shares of Common Stock initially issuable upon conversion of 300 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.
[F8]The 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").
[F9]Represents 42,857 shares of Common Stock initially issuable upon conversion of 42,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.

Documents

1 file

4
wf-form4_160938338386556.xmlPrimary
FORM 4

Issuer

XPO Logistics, Inc.

CIK 0001166003

→

Entity typeother

Related Parties

filerCIK 0001328736

Filing Metadata

Form type: 4
Filed: Dec 29, 7:00 PM ET
Accepted: Dec 30, 9:56 PM ET
Size: 33.6 KB

View on SEC.gov