0001209191-15-048704.txt : 20150602 0001209191-15-048704.hdr.sgml : 20150602 20150602115311 ACCESSION NUMBER: 0001209191-15-048704 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150529 FILED AS OF DATE: 20150602 DATE AS OF CHANGE: 20150602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XPO Logistics, Inc. CENTRAL INDEX KEY: 0001166003 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 030450326 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (203) 413-4003 MAIL ADDRESS: STREET 1: 5 GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESS-1 EXPEDITED SOLUTIONS INC DATE OF NAME CHANGE: 20060606 FORMER COMPANY: FORMER CONFORMED NAME: SEGMENTZ INC DATE OF NAME CHANGE: 20020125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coral Blue Investment Pte. Ltd. CENTRAL INDEX KEY: 0001619744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32172 FILM NUMBER: 15905953 BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD 37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 0116568898888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD 37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32172 FILM NUMBER: 15905954 BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER NAME: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER NAME: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-29 0 0001166003 XPO Logistics, Inc. XPO 0000936828 GIC Private Ltd 168 ROBINSON ROAD #37-01, CAPITAL TOWER SINGAPORE U0 068912 SINGAPORE 0 0 1 0 0001619744 Coral Blue Investment Pte. Ltd. 168 ROBINSON ROAD #37-01, CAPITAL TOWER SINGAPORE U0 068912 SINGAPORE 0 0 1 0 Common Stock, par value $0.001 per share 2015-05-29 4 P 0 1845177 45.00 A 9999123 I See Explanation of Responses Series C Convertible Perpetual Preferred Stock 2015-05-29 4 P 0 66967 1000.00 A Common Stock, par value $0.001 per share 1488155 66967 I See Explanation of Responses This 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. (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. On 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 (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). /s/ Jimmy Teo, Jimmy Teo, Senior Vice President of GIC Private Limited 2015-06-02 /s/ Lim Eng Kok, Lim Eng Kok, Senior Vice President of GIC Private Limited 2015-06-02 /s/ Arjun Khullar, Arjun Khullar, Director of Coral Blue Investment Pte. Ltd. 2015-06-02