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