0001166003-16-000088.txt : 20160105
0001166003-16-000088.hdr.sgml : 20160105
20160105163313
ACCESSION NUMBER: 0001166003-16-000088
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160102
FILED AS OF DATE: 20160105
DATE AS OF CHANGE: 20160105
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JESSELSON MICHAEL G
CENTRAL INDEX KEY: 0000945191
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32172
FILM NUMBER: 161322715
MAIL ADDRESS:
STREET 1: 1301 AVENUE OF THE AMERICAS
STREET 2: SUITE 4101
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
wf-form4_145202958061211.xml
FORM 4
X0306
4
2016-01-02
0
0001166003
XPO Logistics, Inc.
XPO
0000945191
JESSELSON MICHAEL G
JESSELSON CAPITAL LLC
445 PARK AVENUE, SUITE 1502
NEW YORK
NY
10022
1
0
0
0
Common Stock, par value $0.001 per share
2016-01-02
4
M
0
4257
0
A
26757
D
Common Stock, par value $0.001 per share
12000
I
See footnote
Common Stock, par value $0.001 per share
12000
I
See footnote
Common Stock, par value $0.001 per share
12000
I
See footnote
Common Stock, par value $0.001 per share
10000
I
See footnote
Common Stock, par value $0.001 per share
10000
I
See footnote
Restricted Stock Unit
2016-01-04
4
A
0
6501
0
A
Common Stock, par value $0.001 per share
6501.0
6501
D
Restricted Stock Unit
2016-01-02
4
M
0
4257
0
D
Common Stock, par value $0.001 per share
4257.0
0
D
Director Stock Option (right to buy)
23.19
2015-01-02
2023-12-12
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
16.74
2013-12-11
2022-12-11
Common Stock, par value $0.001 per share
8000.0
8000
D
Director Stock Option (right to buy)
9.28
2012-09-02
2021-11-21
Common Stock, par value $0.001 per share
8000.0
8000
D
See footnote
7.0
2011-09-02
Common Stock, par value $0.001 per share
103570.0
725
I
See footnote
Warrants
7.0
2011-09-02
2021-09-02
Common Stock, par value $0.001 per share
103572.0
103572
I
See footnote
Warrants
7.0
2011-09-02
2021-09-02
Common Stock, par value $0.001 per share
21322.0
21322
I
See footnote
15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.
These securities are held by Michael G. Jesselson and Linda Jesselson Trustees UID 3/12/84 FBO Samuel Joseph Jesselson. Michael G. Jesselson is a trustee of the trust.
These securities are held by Michael G. Jesselson and Linda Jesselson Trustees UID 11/26/85 FBO Roni Aron Jesselson. Michael G. Jesselson is a trustee of the trust.
These securities are held by Michael G. Jesselson and Linda Jesselson Trustees UID 3/31/87 FBO Jonathan Judah Jesselson. Michael G. Jesselson is a trustee of the trust.
These securities are held by Michael G. Jesselson and Linda Jesselson Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson. Michael G. Jesselson is a trustee of the trust.
Michael G. Jesselson's spouse is the direct beneficial owner of these securities.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.
The RSUs shall vest on January 4, 2017, subject to the Reporting Person's continued service as a director of the Issuer.
The RSUs vested in full on January 2, 2016.
Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").
The Series A Convertible Perpetual Preferred Stock has no expiration date.
Represents (i) 71,428 shares of Common Stock initially issuable upon conversion of 500 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,142 shares of Common Stock initially issuable upon conversion of 225 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 4/8/71 Trust, in each case subject to adjustment as set forth in the Certificate of Designation.
The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.
The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").
Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
Represents 21,322 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate.
/s/ Gordon E. Devens, Attorney-in-Fact
2016-01-05