0001166003-15-000029.txt : 20150616
0001166003-15-000029.hdr.sgml : 20150616
20150616165013
ACCESSION NUMBER: 0001166003-15-000029
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150615
FILED AS OF DATE: 20150616
DATE AS OF CHANGE: 20150616
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: 5 GREENWICH OFFICE PARK
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: (203) 413-4003
MAIL ADDRESS:
STREET 1: 5 GREENWICH OFFICE PARK
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Martell James J
CENTRAL INDEX KEY: 0001320333
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32172
FILM NUMBER: 15934862
MAIL ADDRESS:
STREET 1: 825 HIGHLAND LANE #1105
CITY: ATLANTA
STATE: GA
ZIP: 30306
4
1
wf-form4_143448780327540.xml
FORM 4
X0306
4
2015-06-15
0
0001166003
XPO Logistics, Inc.
XPO
0001320333
Martell James J
825 HIGHLAND LANE #1105
ATLANTA
GA
30306
1
0
0
0
Common Stock, par value $0.001 per share
2015-06-15
4
M
0
25000
5
A
76139
D
Director Stock Option (right to buy)
5.0
2015-06-15
4
M
0
25000
0
D
2015-07-15
Common Stock, par value $0.001 per share
25000.0
0
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
4257.0
4257
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
2500.0
2500
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
2500.0
2500
D
Director Stock Option (right to buy)
23.19
2023-12-12
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
16.74
2022-12-11
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
9.28
2021-11-21
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
5.0
2020-01-29
Common Stock, par value $0.001 per share
6250.0
6250
D
Director Stock Option (right to buy)
3.88
2019-01-27
Common Stock, par value $0.001 per share
6250.0
6250
D
Director Stock Option (right to buy)
4.16
2018-01-28
Common Stock, par value $0.001 per share
6250.0
6250
D
Director Stock Option (right to buy)
5.4
2017-02-28
Common Stock, par value $0.001 per share
6250.0
6250
D
Director Stock Option (right to buy)
2.96
2015-12-12
Common Stock, par value $0.001 per share
25000.0
25000
D
See footnote
7.0
2011-09-02
Common Stock, par value $0.001 per share
103571.0
725
D
Warrants
7.0
2011-09-02
2021-09-02
Common Stock, par value $0.001 per share
103572.0
103572
D
The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
The Director Stock Options were scheduled by their original terms to expire on July 15, 2015. The Reporting Person exercised the Director Stock Options by cash payment to the Issuer and retained all underlying shares of Common Stock.
Each Restricted Stock Unit 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.
The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.
The Restricted Stock Units vested in full on January 2, 2015 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.
The Restricted Stock Units vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.
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 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.
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 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
/s/ Gordon E. Devens, Attorney-in-Fact
2015-06-16