Oren Shaffer Form 4 GXO Logistics / OREN SHAFFER ownership change

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

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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^*

SHAFFER OREN

(Last)

(First)

(Middle)

C/O GXO LOGISTICS, INC.

TWO AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GXO Logistics, Inc. [ GXO ]

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)
01/02/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2024		M		4,453	A	$0	35,589	D
Common Stock	01/03/2024		M		2,120	A	$0	37,709	D
Common Stock	01/03/2024		M		3,527	A	$0	41,236	D
Common Stock	01/03/2024		M		5,260	A	$0	46,496	D
Common Stock	01/03/2024		M		7,145	A	$0	53,641	D
Common Stock	01/03/2024		M		4,554	A	$0	58,195	D
Common Stock	01/03/2024		M		8,730	A	$0	66,925	D
Common Stock	01/03/2024		M		14,296	A	$0	81,221	D
Common Stock	01/03/2024		M		9,361	A	$0	90,582	D
Common Stock	01/03/2024		M		5,497	A	$0	96,079	D
Common Stock	01/03/2024		M		5,497	A	$0	101,576	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/03/2024		M			4,453	⁽²⁾	⁽²⁾	Common Stock	4,453	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			2,120	⁽³⁾	⁽³⁾	Common Stock	2,120	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			3,527	⁽⁴⁾	⁽⁴⁾	Common Stock	3,527	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			5,260	⁽⁵⁾	⁽⁵⁾	Common Stock	5,260	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			7,145	⁽⁶⁾	⁽⁶⁾	Common Stock	7,145	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			4,554	⁽⁷⁾	⁽⁷⁾	Common Stock	4,554	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			8,730	⁽⁸⁾	⁽⁸⁾	Common Stock	8,730	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			14,296	⁽⁹⁾	⁽⁹⁾	Common Stock	14,296	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			9,361	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	9,361	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			5,497	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,497	$0	0	D
Restricted Stock Units	⁽¹⁾	01/03/2024		M			5,497	⁽¹²⁾	⁽¹²⁾	Common Stock	5,497	$0	0	D
Restricted Stock Units	⁽¹⁾	01/02/2024		A		1,282		⁽¹³⁾	⁽¹³⁾	Common Stock	1,282	$0	1,282	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock.

2. The RSUs vested in full on January 3, 2024.

3. The RSUs vested in full on January 3, 2023 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

4. The RSUs vested in full on January 3, 2022 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

5. The RSUs vested in full on January 4, 2021 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

6. The RSUs vested in full on January 2, 2020 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

7. The RSUs vested in full on January 2, 2019 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

8. The RSUs vested in full on January 3, 2018 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

9. The RSUs vested in full on January 4, 2017 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

10. The RSUs vested in full on January 2, 2016 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

11. The RSUs vested in full on January 2, 2015 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

12. The RSUs vested in full on December 11, 2013 and were subject to a deferral election. On December 23, 2022, the Compensation Committee of the Board of Directors of GXO terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after January 2, 2024 and not later than January 31, 2024. Pursuant to the terms of the termination of the director deferral, on January 3, 2024 the deferred shares of GXO Common Stock were delivered.

13. The RSUs shall vest in full on January 2, 2025, subject to the Reporting Person's continued service as a director of GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	01/04/2024
	** 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).
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Oren Shaffer Form 4GXO Logistics / OREN SHAFFER ownership change