FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XPO, Inc. [ XPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/02/2024 | M | 5,480 | A | $0 | 43,451 | D(1) | |||
Common Stock | 201,001 | I | See footnote(2) | |||||||
Common Stock | 6,000 | I | See footnote(3) | |||||||
Common Stock | 8,000 | I | See footnote(4) | |||||||
Common Stock | 8,000 | I | See footnote(5) | |||||||
Common Stock | 8,000 | I | See footnote(6) | |||||||
Common Stock | 21,057 | I | See footnote(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (8) | 01/02/2024 | M | 5,480 | (9) | (9) | Common Stock | 5,480 | $0 | 0 | D | ||||
Restricted Stock Unit | (8) | 01/02/2024 | A | 2,160 | (10) | (10) | Common Stock | 2,160 | $0 | 2,160 | D | ||||
Restricted Stock Unit | (8) | (11) | (11) | Common Stock | 5,446 | 5,446 | D | ||||||||
Restricted Stock Unit | (8) | (12) | (12) | Common Stock | 10,442 | 10,442 | D |
Explanation of Responses: |
1. 5,000 of these securities are held in an individual retirement account of Michael G. Jesselson. |
2. 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. |
3. Michael G. Jesselson's spouse is the direct beneficial owner of these securities. |
4. These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. |
5. These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. |
6. These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. |
7. 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. |
8. 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. |
9. These RSUs vested in full on January 2, 2024. |
10. The RSUs shall vest in full on January 2, 2025, subject to the Reporting Person's continued service as a director of the Issuer. |
11. The RSUs vested in full on January 2, 2019 and are subject to a deferral election. On March 23, 2023, the Board of Directors of the Issuer terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after April 1, 2024 and not later than March 31, 2025. |
12. The RSUs vested in full on January 3, 2018 and are subject to a deferral election. On March 23, 2023, the Board of Directors of the Issuer terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after April 1, 2024 and not later than March 31, 2025. |
Remarks: |
See Exhibit 24, Power of Attorney, attached. |
/s/ Wendy Cassity, Attorney-in-Fact | 01/03/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |