0001166003-15-000071.txt : 20151207 0001166003-15-000071.hdr.sgml : 20151207 20151207181242 ACCESSION NUMBER: 0001166003-15-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151204 FILED AS OF DATE: 20151207 DATE AS OF CHANGE: 20151207 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: (855) 976-4636 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: 151273770 MAIL ADDRESS: STREET 1: 314 RINGLING POINT DRIVE CITY: SARASOTA STATE: FL ZIP: 34234 4 1 wf-form4_144952995148111.xml FORM 4 X0306 4 2015-12-04 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 2015-12-04 4 M 0 25000 2.96 A 101139 D Director Stock Option (right to buy) 2.96 2015-12-04 4 M 0 25000 2.96 D 2015-12-12 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 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 December 12, 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 ("RSU") 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 RSUs shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer. The RSUs 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 RSUs 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 2015-12-07