SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JESSELSON MICHAEL G

(Last) (First) (Middle)
C/O XPO LOGISTICS, INC.
5 AMERICAN LANE

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XPO Logistics, Inc. [ XPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 33,258 D(1)
Common Stock, par value $0.001 per share 10,000 I See footnote(2)
Common Stock, par value $0.001 per share 12,000 I See footnote(3)
Common Stock, par value $0.001 per share 12,000 I See footnote(4)
Common Stock, par value $0.001 per share 12,000 I See footnote(5)
Common Stock, par value $0.001 per share 10,000 I See footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (7) 01/02/2019 A 3,249 (8) (8) Common Stock, par value $0.001 per share 3,249 $0 3,249 D
Restricted Stock Unit (7) (9) (9) Common Stock, par value $0.001 per share 2,071 2,071 D
Restricted Stock Unit (7) (10) (10) Common Stock, par value $0.001 per share 3,970 3,970 D
Director Stock Option (right to buy) $23.19 01/02/2015 12/12/2023 Common Stock, par value $0.001 per share 8,000 8,000 D
Director Stock Option (right to buy) $16.74 12/11/2013 12/11/2022 Common Stock, par value $0.001 per share 8,000 8,000 D
Director Stock Option (right to buy) $9.28 09/02/2012 11/21/2021 Common Stock, par value $0.001 per share 8,000 8,000 D
See footnote(11) $7(12) 09/02/2011 (13) Common Stock, par value $0.001 per share 103,570 725 I See footnote(14)
Warrants $7(15) 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 103,572(16) 103,572 I See footnote(14)
Warrants $7(15) 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 21,322(17) 21,322 I See footnote(6)
Explanation of Responses:
1. 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.
2. Michael G. Jesselson's spouse is the direct beneficial owner of these securities.
3. These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
4. These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee
5. These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
6. 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.
7. 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.
8. The RSUs shall vest on January 2, 2020, subject to the Reporting Person's continued service as a director of the Issuer.
9. The RSUs vested in full on January 2, 2019 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
10. The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
11. Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
12. 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").
13. The Series A Convertible Perpetual Preferred Stock has no expiration date.
14. 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.
15. 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").
16. Represents 103,572 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate.
17. 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.
Remarks:
/s/ Karlis P. Kirsis, Attorney-in-Fact 01/04/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.