0001209191-11-048374.txt : 20110919
0001209191-11-048374.hdr.sgml : 20110919
20110919163858
ACCESSION NUMBER: 0001209191-11-048374
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110915
FILED AS OF DATE: 20110919
DATE AS OF CHANGE: 20110919
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XPO Logistics, Inc.
CENTRAL INDEX KEY: 0001166003
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 752928175
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 429 POST ROAD
CITY: BUCHANAN
STATE: MI
ZIP: 49107
BUSINESS PHONE: 269-695-2700
MAIL ADDRESS:
STREET 1: 429 POST RD
CITY: BUCHANAN
STATE: MI
ZIP: 49107
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: JESSELSON MICHAEL G
CENTRAL INDEX KEY: 0000945191
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32172
FILM NUMBER: 111097647
MAIL ADDRESS:
STREET 1: 1301 AVENUE OF THE AMERICAS
STREET 2: SUITE 4101
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
c22569_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0304
4
2011-09-15
0001166003
XPO Logistics, Inc.
XPO
0000945191
JESSELSON MICHAEL G
445 PARK AVENUE
SUITE 1502
NEW YORK
NY
10022
1
0
0
0
Common Stock, par value $0.001 per share
2011-09-15
4
P
0
2000
10.056
A
12000
I
See footnote
Common Stock, par value $0.001 per share
2011-09-15
4
P
0
2000
A
12000
I
See footnote
Common Stock, par value $0.001 per share
2011-09-15
4
P
0
2000
10.082
A
12000
I
See footnote
Common Stock, par value $0.001 per share
2011-09-15
4
P
0
2500
10.082
A
10000
I
See footnote
Common Stock, par value $0.001 per share
2011-09-15
4
P
0
7500
10.056
A
15000
D
Common Stock, par value $0.001 per share
10000
I
See footnote
See footnote
7
2011-09-02
Common
Stock,
$0.001 par
value per
share
103570
725
I
See footnote
Warrants
7
2011-09-02
2021-09-02
Common
Stock,
$0.001 par
value per
share
103572
103572
I
See footnote
The Michael G. Jesselson and Linda Jesselson 3/12/84 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.
Includes (i) 1,500 shares of Common Stock acquired for $10.082 per share and (ii) 500 shares of Common Stock acquired for $10.056 per share.
The Michael G. Jesselson and Linda Jesselson 11/26/85 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.
The Michael G. Jesselson and Linda Jesselson 3/31/87 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.
The Michael G. Jesselson and Linda Jesselson 6/30/93 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.
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.
Series A Convertible Perpetual Preferred Stock, $0.001 par value 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.
Represents (i) 71,428 shares of Common Stock initially issuable upon conversion of 500 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,142 shares of Common Stock initially issuable upon conversion of 225 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 4/8/71 Trust, in each case subject to adjustment as set forth in the Certificate of Designation.
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 (i) 71,429 shares of Common Stock initially issuable upon the exercise of 71,429 Warrants held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,143 shares of Common Stock initially issuable upon the exercise of 32,143 Warrants held by the Michael G. Jesselson 4/8/71 Trust, in each case subject to adjustment as set forth in the Warrant Certificate.
/s/ Clint J. Gage, as Attorney-in-fact
2011-09-19