0001166003-20-000011.txt : 20200106 0001166003-20-000011.hdr.sgml : 20200106 20200106171945 ACCESSION NUMBER: 0001166003-20-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200102 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JESSELSON MICHAEL G CENTRAL INDEX KEY: 0000945191 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32172 FILM NUMBER: 20510906 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: SUITE 4101 CITY: NEW YORK STATE: NY ZIP: 10019 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 AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (855) 976-6951 MAIL ADDRESS: STREET 1: 5 AMERICAN LANE 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 4 1 wf-form4_157834916830304.xml FORM 4 X0306 4 2020-01-02 0 0001166003 XPO Logistics, Inc. XPO 0000945191 JESSELSON MICHAEL G C/O XPO LOGISTICS, INC. 5 AMERICAN LANE GREENWICH CT 06831 1 0 0 0 Common Stock, par value $0.001 per share 2020-01-02 4 M 0 3249 0 A 36507 D Common Stock, par value $0.001 per share 10000 I See footnote Common Stock, par value $0.001 per share 12000 I See footnote Common Stock, par value $0.001 per share 12000 I See footnote Common Stock, par value $0.001 per share 12000 I See footnote Common Stock, par value $0.001 per share 10000 I See footnote Restricted Stock Unit 2020-01-02 4 A 0 2392 0 A Common Stock, par value $0.001 per share 2392.0 2392 D Restricted Stock Unit 2020-01-02 4 M 0 3249 0 D Common Stock, par value $0.001 per share 3249.0 0 D Restricted Stock Unit Common Stock, par value $0.001 per share 2071.0 2071 D Restricted Stock Unit Common Stock, par value $0.001 per share 3970.0 3970 D Director Stock Option (right to buy) 23.19 2015-01-02 2023-12-12 Common Stock, par value $0.001 per share 8000.0 8000 D Director Stock Option (right to buy) 16.74 2013-12-11 2022-12-11 Common Stock, par value $0.001 per share 8000.0 8000 D Director Stock Option (right to buy) 9.28 2012-09-02 2021-11-21 Common Stock, par value $0.001 per share 8000.0 8000 D See footnote 7.0 2011-09-02 Common Stock, par value $0.001 per share 103570.0 725 I See footnote Warrants 7.0 2011-09-02 2021-09-02 Common Stock, par value $0.001 per share 103572.0 103572 I See footnote Warrants 7.0 2011-09-02 2021-09-02 Common Stock, par value $0.001 per share 21322.0 21322 I See footnote 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson. Michael G. Jesselson's spouse is the direct beneficial owner of these securities. These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. These securities are held by Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson. 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. The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer. The RSUs vested in full on January 2, 2020. 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. 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. Series A Convertible Perpetual Preferred Stock, par value $0.001 per share. 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"). The Series A Convertible Perpetual Preferred Stock has no expiration date. 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. 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"). Represents 103,572 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate. Represents 21,322 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate. /s/ Karlis P. Kirsis, Attorney-in-Fact 2020-01-06