0001193125-16-454058.txt : 20160209 0001193125-16-454058.hdr.sgml : 20160209 20160208174600 ACCESSION NUMBER: 0001193125-16-454058 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160209 DATE AS OF CHANGE: 20160208 GROUP MEMBERS: CORAL BLUE INVESTMENT PTE. LTD. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79127 FILM NUMBER: 161396597 BUSINESS ADDRESS: STREET 1: 5 GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (855) 976-4636 MAIL ADDRESS: STREET 1: 5 GREENWICH OFFICE PARK 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G/A 1 d135053dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

XPO Logistics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

983793100

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)

 

  x Rule 13d-1(c)

 

  ¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 983793100    13G/A    Page 2 of 8 Pages

 

  1     

NAMES OF REPORTING PERSON

I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Coral Blue Investment Pte. Ltd.

 

(None)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5      

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

11,487,278

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

11,487,278

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,487,278

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.60%(1)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1)  The Reporting Person’s calculation of beneficial ownership is based upon 108,375,625 shares of Common Stock, par value $0.001 per share (the “Common Stock”) of XPO Logistics, Inc. (the “Issuer”) outstanding as of November 6, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2015.

CUSIP No. 983793100    13G/A    Page 3 of 8 Pages

 

  1     

NAMES OF REPORTING PERSON

I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

GIC Private Limited

 

(None)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5      

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

11,487,278

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

11,487,278

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,487,278

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.60%(1)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1)  The Reporting Person’s calculation of beneficial ownership is based upon 108,375,625 shares of Common Stock, par value $0.001 per share (the “Common Stock”) of XPO Logistics, Inc. (the “Issuer”) outstanding as of November 6, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2015.

CUSIP No. 983793100    13G/A    Page 4 of 8 Pages

 

Item 1(a). Name of Issuer:

XPO Logistics, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

Five Greenwich Office Park,

Greenwich, CT 06831

 

Item 2(a). Name of Persons Filing:

 

   I                Coral Blue Investment Pte. Ltd.
   II                GIC Private Limited

(each individually a “Reporting Person” and collectively the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

  I & II                168 Robinson Road
                 #37-01 Capital Tower
                 Singapore 068912

 

Item 2(c). Citizenship:

 

  I & II                Singapore

 

Item 2(d). Title of Class of Securities:

Common Stock, par value $.001 per share

 

Item 2(e). CUSIP Number:

983793100

CUSIP No. 983793100    13G/A    Page 5 of 8 Pages

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 

(b)

    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 

(c)

    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 

(d)

    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 

(e)

    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 

(f)

    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 

(g)

    ¨    A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G).
 

(h)

    ¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 

(i)

    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 

(j)

    ¨    Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
  (k)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership.

The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:

 

     Number of Shares         
     No of
Securities
      Power to Vote      Power to Dispose         

Reporting Person

    Beneficially
Owned		      Sole      Shared(1)      Sole      Shared(1)      Percent
of Class (2)		  

Coral Blue Investment Pte. Ltd.

      11,487,278         0         11,487,278         0         11,487,278         10.60 % 

GIC Private Limited

      11,487,278         0         11,487,278         0         11,487,278         10.60 % 

Total(3) (all Reporting Persons)

      11,487,278         0         11,487,278         0         11,487,278         10.60 % 

 

1 Coral Blue Investment Pte. Ltd. is the direct owner of 11,487,278 shares of Common Stock of the Issuer and shares the power to vote and the power to dispose of all of such shares of Common Stock with GIC Private Limited.
2 The foregoing percentages are calculated based upon 108,375,625 shares of Common Stock, par value $0.001 per share (the “Common Stock”) of XPO Logistics, Inc. (the “Issuer”) outstanding as of November 6, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2015.
3 The reporting persons disclaim membership in a group.

CUSIP No. 983793100    13G/A    Page 6 of 8 Pages

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certification.

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 2, 2016.

 

CORAL BLUE INVESTMENT PTE. LTD.
By:   /s/ Arjun Khullar

Name: Arjun Khullar

Title:   Director

GIC PRIVATE LIMITED

By:   /s/ Jimmy Teo

Name: Jimmy Teo

Title:   Senior Vice President

By:   /s/ Lim Eng Kok

Name: Lim Eng Kok

Title:   Senior Vice President

LIST OF EXHIBITS

 

Exhibit No.

   

Description

1    Joint Filing Agreement
 EX-99.1 2 d135053dex991.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 2nd day of February 2016.

 

CORAL BLUE INVESTMENT PTE. LTD.
By:  

/s/ Arjun Khullar

Name:   Arjun Khullar
Title:   Director
GIC PRIVATE LIMITED
By:  

/s/ Jimmy Teo

Name:   Jimmy Teo
Title:   Senior Vice President
By:  

/s/ Lim Eng Kok

Name:   Lim Eng Kok
Title:   Senior Vice President