0001104659-22-001033.txt : 20220104 0001104659-22-001033.hdr.sgml : 20220104 20220104175548 ACCESSION NUMBER: 0001104659-22-001033 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220103 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Colucci Marlene M CENTRAL INDEX KEY: 0001767492 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40470 FILM NUMBER: 22507969 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] IRS NUMBER: 862098312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-489-1598 MAIL ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 4 1 tm221529-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-01-03 0 0001852244 GXO Logistics, Inc. GXO 0001767492 Colucci Marlene M C/O GXO LOGISTICS, INC. TWO AMERICAN LANE GREENWICH CT 06831 1 0 0 0 Common Stock 2637 D Restricted Stock Units 2022-01-03 4 A 0 2120 0 A Common Stock 2120 2120 D Restricted Stock Units Common Stock 3527 3527 D Restricted Stock Units Common Stock 5260 5260 D Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of GXO Logistics, Inc. ("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 shall vest in full on January 3, 2023, subject to the Reporting Person's continued service as a director of the Issuer. On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Common Stock, to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on July 23, 2021. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 1, 2021, by and between XPO and GXO, all outstanding equity awards with respect to XPO Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to GXO Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of XPO Common Stock on the close of trading on July 30, 2021 and (ii) the closing price of a share of GXO Common Stock on August 2, 2021. The RSUs vested in full on January 3, 2022 and are subject to a deferral election. Shares of GXO 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, 2021 and are subject to a deferral election. Shares of GXO Common Stock will be delivered to the Reporting Person as per the terms of the deferral election. /s/ Karlis P. Kirsis, Attorney-in-Fact 2022-01-04