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