0001166003-18-000013.txt : 20180103
0001166003-18-000013.hdr.sgml : 20180103
20180103205129
ACCESSION NUMBER: 0001166003-18-000013
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180102
FILED AS OF DATE: 20180103
DATE AS OF CHANGE: 20180103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHAFFER OREN
CENTRAL INDEX KEY: 0001241850
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32172
FILM NUMBER: 18508214
MAIL ADDRESS:
STREET 1: C/O TEREX CORPORATION
STREET 2: 200 NYALA FARM ROAD
CITY: WESTPORT
STATE: CT
ZIP: 06880
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 AMERICAN LANE
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: (855) 976-6951
MAIL ADDRESS:
STREET 1: 5 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_151503067515587.xml
FORM 4
X0306
4
2018-01-02
0
0001166003
XPO Logistics, Inc.
XPO
0001241850
SHAFFER OREN
C/O XPO LOGISTICS, INC.
5 AMERICAN LANE
GREENWICH
CT
06831
1
0
0
0
Common Stock, par value $0.001 per share
12500
D
Restricted Stock Unit
2018-01-02
4
A
0
2071
0
A
Common Stock, par value $0.001 per share
2071.0
2071
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
3970.0
3970
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
6501.0
6501
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
2015-01-02
2023-12-12
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
16.74
2013-12-11
2022-12-11
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
9.28
2012-09-02
2021-11-21
Common Stock, par value $0.001 per share
8000.0
8000
D
Warrants
7.0
2011-09-02
2021-09-02
Common Stock, par value $0.001 per share
8500.0
8500
D
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, 2019, subject to the Reporting Person's continued service as a director of the Issuer.
The RSUs vested in full on January 3, 2018 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 January 4, 2017 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 January 2, 2016 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 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.
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 8,500 shares of Common Stock initially issuable upon the exercise of 8,500 Warrants, subject to adjustment as set forth in the Warrant Certificate.
See Exhibit 24, Power of Attorney, attached.
/s/ Karlis P. Kirsis, Attorney-in-Fact
2018-01-03
EX-24
2
powerofattorneyshaffer.txt
POWER OF ATTORNEY, EXHIBIT 24 (OGS)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Karlis P.
Kirsis the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director of XPO
Logistics, Inc. (the "Company"), a Form ID, Uniform Application
for Access Codes to File on EDGAR and Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder; and
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Form ID or Forms 3, 4 or 5 (including
amendments) and timely file such forms with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein
granted.
The undersigned acknowledges that such attorney-in-fact, in
serving in such capacity at the request of the undersigned, is
not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Exchange Act. The undersigned agrees that such attorney-in-fact
may rely entirely on information furnished orally or in writing
by the undersigned to such attorney-in-fact.
The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects)
that arise out of or are based upon any untrue statements or
omission of necessary facts in the information provided by the
undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering or filing Form ID or Forms 3, 4 or 5
(including amendments) and agrees to reimburse the Company and
such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against
any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney
previously executed by the undersigned regarding the purposes
outlined in the first paragraph hereof ("Prior Powers of
Attorney"), and the authority of the attorneys-in-fact named in
any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4 or 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
(a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact; or (b) superseded by a new
power of attorney regarding the purposes outlined in the first
paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 18th day of December, 2017.
/s/Oren G. Shaffer
Oren G. Shaffer