0001669943-24-000002.txt : 20240104 0001669943-24-000002.hdr.sgml : 20240104 20240104170848 ACCESSION NUMBER: 0001669943-24-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240102 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ashe Gena L CENTRAL INDEX KEY: 0001669943 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40470 FILM NUMBER: 24513152 MAIL ADDRESS: STREET 1: C/O GXO LOGISTICS, INC. STREET 2: TWO AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GXO Logistics, Inc. CENTRAL INDEX KEY: 0001852244 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 862098312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-489-1287 MAIL ADDRESS: STREET 1: TWO AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 4 1 wk-form4_1704406109.xml FORM 4 X0508 4 2024-01-02 0 0001852244 GXO Logistics, Inc. GXO 0001669943 Ashe Gena L C/O GXO LOGISTICS, INC. TWO AMERICAN LANE GREENWICH CT 06831 1 0 0 0 1 Common Stock 2024-01-03 4 M 0 4453 0 A 4453 D Common Stock 2024-01-03 4 M 0 5260 0 A 9713 D Common Stock 2024-01-03 4 M 0 7145 0 A 16858 D Common Stock 2024-01-03 4 M 0 8730 0 A 25588 D Common Stock 2024-01-03 4 S 0 9626 58.0948 D 15962 D Common Stock 2024-01-03 4 S 0 900 58.6967 D 15062 D Restricted Stock Units 2024-01-03 4 M 0 4453 0 D Common Stock 4453 0 D Restricted Stock Units 2024-01-03 4 M 0 5260 0 D Common Stock 5260 0 D Restricted Stock Units 2024-01-03 4 M 0 7145 0 D Common Stock 7145 0 D Restricted Stock Units 2024-01-03 4 M 0 4554 0 D Common Stock 4554 0 D Restricted Stock Units 2024-01-03 4 M 0 8730 0 D Common Stock 8730 0 D Restricted Stock Units 2024-01-03 4 M 0 5972 0 D Common Stock 5972 0 D Restricted Stock Units 2024-01-02 4 A 0 1282 0 A Common Stock 1282 1282 D The sales reported in this Form 4 were automatically effected pursuant to a previously executed selling plan dated December 15, 2022, that is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold for tax and estate planning purposes. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $57.67 to $58.66, inclusive. The reporting person undertakes to provide to GXO Logistics, Inc. ("GXO"), any security holder of GXO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $58.67 to $58.75, inclusive. Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of GXO common stock, par value $0.01 per share ("GXO Common Stock"), or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock. The RSUs vested in full on January 3, 2024. The RSUs vested in full on January 4, 2021 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered. The RSUs vested in full on January 2, 2020 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered. The RSUs vested in full on January 2, 2019 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered. The RSUs vested in full on January 3, 2018 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered. The RSUs vested in full on January 1, 2018 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered. The RSUs shall vest in full on January 2, 2025, subject to the Reporting Person's continued service as a director of GXO. /s/ Karlis P. Kirsis, Attorney-in-Fact 2024-01-04