Form Type: 4

SEC EDGAR Link
Accession Number:0001166003-22-000010
Date:2022-01-03
Issuer: XPO LOGISTICS, INC. (XPO)
Original Submission Date:

Reporting Person:

JESSELSON MICHAEL G
C/O XPO LOGISTICS, INC.
FIVE AMERICAN LANE GREENWICH, CT 06831

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 M 2,650 a $0.00 33,931 f1 direct
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 0 $0.00 6,000 indirect f2
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 0 $0.00 201,001 indirect f3
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 0 $0.00 8,000 indirect f4
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 0 $0.00 8,000 indirect f5
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 0 $0.00 8,000 indirect f6
COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-01-03 0 $0.00 21,057 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2022-01-03 deemed execution date M 2,650 (d) common stock, par value $0.001 per share 2,650 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2022-01-03 deemed execution date A 2,538 (a) common stock, par value $0.001 per share 2,538 $0.00 2,538 direct
RESTRICTED STOCK UNIT 0.0 deemed execution date 0 ( ) common stock, par value $0.001 per share 6,559 $0.00 6,559 direct
RESTRICTED STOCK UNIT 0.0 deemed execution date 0 ( ) common stock, par value $0.001 per share 3,421 $0.00 3,421 direct
Footnotes
IDfootnote
f1 5,000 of these securities are held in an individual retirement account of michael g. jesselson.
f2 michael g. jesselson's spouse is the direct beneficial owner of these securities.
f3 the michael g. jesselson 12/18/80 trust and the michael g. jesselson 4/8/71 trust are the direct beneficial owners of these securities. michael g. jesselson is the beneficiary of each of these trusts.
f4 these securities are held by the jjj irrevocable trust, of which michael g. jesselson is a trustee.
f5 these securities are held by the raj irrevocable trust, of which michael g. jesselson is a trustee
f6 these securities are held by the sjj irrevocable trust, of which michael g. jesselson is a trustee.
f7 the michael g. jesselson and linda jesselson, trustees uid 6/30/93 fbo maya ariel ruth jesselson is the direct beneficial owner of these securities. michael g. jesselson is a trustee of the trust.
f8 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.
f9 reflects previously granted rsus with adjustments to the number of shares of common stock underlying such rsus to maintain the economic value of the shares of common stock underlying the rsus prior to the issuer's spin-off of its logistics segment on august 2, 2021 (the "spin-off"). these previously granted rsus have the same vesting and other applicable terms and conditions as they did immediately prior to the spin-off.
f10 the rsus vested in full on january 3, 2022.
f11 the rsus shall vest in full on january 3, 2023, subject to the reporting person's continued service as a director of the issuer.
f12 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.
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.

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