0001166003-20-000070.txt : 20201230 0001166003-20-000070.hdr.sgml : 20201230 20201230215622 ACCESSION NUMBER: 0001166003-20-000070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20201230 DATE AS OF CHANGE: 20201230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRADLEY S JACOBS CENTRAL INDEX KEY: 0001054518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32172 FILM NUMBER: 201427385 MAIL ADDRESS: STREET 1: C/O XPO LOGISTICS, INC. STREET 2: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 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: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (855) 976-6951 MAIL ADDRESS: STREET 1: FIVE 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_160938336297237.xml FORM 4 X0306 4 2020-12-29 0 0001166003 XPO Logistics, Inc. XPO 0001054518 BRADLEY S JACOBS C/O XPO LOGISTICS, INC. FIVE AMERICAN LANE GREENWICH CT 06831 1 1 1 0 Chief Executive Officer Common Stock, par value $0.001 per share 2020-12-29 4 M 0 250000 9.28 A 513887 D Common Stock, par value $0.001 per share 2020-12-29 4 F 0 126471 117.22 D 387416 D Common Stock, par value $0.001 per share 2020-12-30 4 A 0 9642857 0 A 9642857 I See footnote Employee Stock Option (right to buy) 9.28 2020-12-29 4 M 0 250000 0 D 2021-11-21 Common Stock, par value $0.001 per share 250000.0 0 D See footnote 7.0 2020-12-29 4 D 0 67500 0 D 2011-09-02 Common Stock, par value $0.001 per share 67500.0 0 I See footnote No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price and tax liability attributable to the exercise of the Employee Stock Options reported on this Form 4. The Employee Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales. Jacobs Private Equity, LLC exchanged 67,500 shares of Series A Convertible Perpetual Preferred Stock for 9,642,857 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and Jacobs Private Equity, LLC. Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, LLC. The Employee Stock Options vested in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof. The Employee Stock Options were due to expire on November 21, 2021. 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. Represents 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation. /s/ Karlis P. Kirsis, Attorney-in-Fact 2020-12-30