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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 08/20/2012 | A | 95,000 (5) | (6) | (6) | Common Stock, par value $0.001 per share | 95,000 | $ 0 | 150,000 (7) | D | ||||
| Restricted Stock Unit | (1) | 09/02/2013 | M | 30,000 | (6) | (6) | Common Stock, par value $0.001 per share | 30,000 | $ 0 | 90,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fernandez M Sean C/O XPO LOGISTICS, INC. 5 GREENWICH OFFICE PARK GREENWICH, CT 06831 |
Chief Operating Officer | |||
| Gordon E. Devens, Attorney in Fact | 09/04/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | These shares of Common Stock were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. |
| (3) | These shares were sold to fund tax liability attributable to the related vesting and settlement of RSUs. |
| (4) | These shares are held in the Reporting Person's daughters' Uniform Transfer to Minors Act (UTMA) accounts, of which the Reporting Person's spouse is the custodian. |
| (5) | On November 7, 2011, the Reporting Person was granted 95,000 unvested RSUs, subject to the Company's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On August 20, 2012, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied; such RSUs thereafter vested as follows: the first installment of 25,000 of such RSUs vested and was settled on September 2, 2012 (which transaction was previously reported as an acquisition of Common Stock on a Form 4 filed September 5, 2012); the second installment of 17,500 vested and was settled on September 2, 2013 and is reported herein, and 17,500 of such RSUs shall vest and be settled on each of September 2, 2014, 2015 and 2016, subject to the Reporting Person's continued employment with the Issuer. |
| (6) | The RSUs vest and are settled as follows: 30,000 RSUs vested and were settled on September 2, 2012, and 30,000 RSUs vest and shall be settled on each of the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer. |
| (7) | For clarity, the number of RSUs reported as being owned by the Reporting Person following such August 20, 2012 acquisition includes 55,000 other RSUs that were then held by the Reporting Person, 17,500 of which have subsequently vested and been settled for shares of Common Stock, including 12,500 that vested and were settled for shares of Common Stock on September 2, 2013 as reported herein. |