0001104659-22-005585.txt : 20220119 0001104659-22-005585.hdr.sgml : 20220119 20220119200609 ACCESSION NUMBER: 0001104659-22-005585 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: Hammond Maryclaire CENTRAL INDEX KEY: 0001875528 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40470 FILM NUMBER: 22540288 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 tm221529-10_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-01-15 0 0001852244 GXO Logistics, Inc. GXO 0001875528 Hammond Maryclaire C/O GXO LOGISTICS, INC. TWO AMERICAN LANE GREENWICH CT 06831 0 1 0 0 Chief Human Resources Officer Common Stock 2022-01-15 4 M 0 1115 0 A 8132 D Common Stock 2022-01-15 4 F 0 550 91.30 D 7582 D Restricted Stock Units 2022-01-15 4 M 0 1115 0 D Common Stock 1115 1115 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. /s/ Karlis P. Kirsis, Attorney-in-Fact 2022-01-19