Sec Form 4 Filing - SHAFFER OREN @ XPO Logistics, Inc. - 2021-01-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
SHAFFER OREN
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)
(Last) (First) (Middle)
C/O XPO LOGISTICS, INC., FIVE AMERICAN LANE
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2021
(Street)
GREENWICH, CT06831
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 41,136 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock, par value $0.001 per share ( 1 ) 01/04/2021 A 1,604 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 1,604 $ 0 1,604 D
Restricted Stock Unit ( 1 ) ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 2,392 2,392 D
Restricted Stock Unit ( 1 ) ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 3,249 3,249 D
Restricted Stock Unit ( 1 ) ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 2,071 2,071 D
Restricted Stock Unit ( 1 ) ( 6 ) ( 6 ) Common Stock, par value $0.001 per share 3,970 3,970 D
Restricted Stock Unit ( 1 ) ( 7 ) ( 7 ) Common Stock, par value $0.001 per share 6,501 6,501 D
Restricted Stock Unit ( 1 ) ( 8 ) ( 8 ) Common Stock, par value $0.001 per share 4,257 4,257 D
Restricted Stock Unit ( 1 ) ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 2,500 2,500 D
Restricted Stock Unit ( 1 ) ( 10 ) ( 10 ) Common Stock, par value $0.001 per share 2,500 2,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAFFER OREN
C/O XPO LOGISTICS, INC.
FIVE AMERICAN LANE
GREENWICH, CT06831
X
Signatures
/s/ Karlis P. Kirsis, Attorney-in-Fact 01/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 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 )The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued service as a director of the Issuer.
( 3 )The RSUs vested in full on January 4, 2021 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.
( 4 )The RSUs vested in full on January 2, 2020 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.
( 5 )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.
( 6 )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.
( 7 )The RSUs vested in full on January 4, 2017 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.
( 8 )The RSUs vested in full on January 2, 2016 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.
( 9 )The RSUs vested in full on January 2, 2015 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 December 11, 2013 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.

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* 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).