0001104659-22-005583.txt : 20220119
0001104659-22-005583.hdr.sgml : 20220119
20220119200339
ACCESSION NUMBER: 0001104659-22-005583
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220115
FILED AS OF DATE: 20220119
DATE AS OF CHANGE: 20220119
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wilson Malcolm
CENTRAL INDEX KEY: 0001875677
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40470
FILM NUMBER: 22540277
MAIL ADDRESS:
STREET 1: 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: 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
tm221529-9_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-01-15
0
0001852244
GXO Logistics, Inc.
GXO
0001875677
Wilson Malcolm
C/O GXO LOGISTICS, INC.
TWO AMERICAN LANE
GREENWICH
CT
06831
1
1
0
0
Chief Executive Officer
Common Stock
2022-01-15
4
M
0
4851
0
A
20695
D
Common Stock
2022-01-15
4
F
0
2280
91.30
D
18415
D
Restricted Stock Units
2022-01-15
4
M
0
4851
0
D
Common Stock
4851
4849
D
Restricted Stock Units
Common Stock
60899
60899
D
Restricted Stock Units
Common Stock
33831
33831
D
Restricted Stock Units
Common Stock
14012
14012
D
Non-Qualified Stock Options (right to buy)
64.91
2031-06-07
Common Stock
263878
263878
D
No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on January 15, 2022, as originally scheduled, and there were no related discretionary transactions or open market sales.
On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("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.
Each RSU represents a contingent right to receive, upon settlement, either (i) one share of GXO Common Stock or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock.
The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, January 15, 2020, subject to the Reporting Person's continued employment with the Issuer.
The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 15, 2019, subject to the Reporting Person's continued employment with the Issuer.
The RSUs vest in two equal annual installments on the second and third anniversaries of the grant date, December 8, 2020, subject to the Reporting Person's continued employment with the Issuer.
The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 10, 2021, subject to the Reporting Person's continued employment with the Issuer.
The Non-Qualified Stock Options vest (1) 10% on the first anniversary of the grant date, June 7, 2021, (2) 15% on the second anniversary of the grant date, (3) 20% on the third anniversary of the grant date, (4) 25% on the fourth anniversary of the grant date, and (5) 30% on the fifth anniversary of the grant date, subject to the Reporting Person's continued employment with the Issuer.
/s/ Karlis P. Kirsis, Attorney-in-Fact
2022-01-19