| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/15/2018 | 3. Issuer Name and Ticker or Trading Symbol XPO Logistics, Inc. [ XPO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Unit | (1) | (1) | Common Stock, par value $0.001 per share | 23,760 | (2) | D | |
| Restricted Stock Unit | (3) | (3) | Common Stock, par value $0.001 per share | 17,050 | (2) | D | |
| Explanation of Responses: |
| 1. The Restricted Stock Units ("RSUs") were granted to the Reporting Person on August 9, 2018 (the "Grant Date"). The RSUs remain unvested until the later to occur of (i) the average closing price of a share of the Issuer's common stock, as reported on the New York Stock Exchange or such other exchange upon which the shares trade, equals or exceeds $200.00 over any twenty-consecutive-trading-day period ending on or prior to the fifth anniversary of the Grant Date and (ii) the third anniversary of the Grant Date, generally subject to the Reporting Person's continued employment with the Issuer through the date of such later occurrence. |
| 2. Each 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. |
| 3. The RSUs vest in six equal annual installments, beginning on June 8, 2019 and continuing to vest on the next five anniversaries thereof, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. |
| Remarks: |
| See Exhibit 24, Power of Attorney, attached. |
| /s/ Karlis P. Kirsis, Attorney-in-Fact | 08/16/2018 | |
| ** 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 5 (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. | ||
