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