Sec Form 4 Filing - SHAFFER OREN @ GXO Logistics, Inc. - 2022-01-03

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 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) (Last) (First) (Middle) C/O GXO LOGISTICS, INC., TWO AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (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 31,136 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 Restricted Stock Units ( 1 ) 01/03/2022 A 2,120 ( 2 ) ( 2 ) Common Stock 2,120 $ 0 2,120 D Restricted Stock Units ( 1 )( 3 ) ( 4 ) ( 4 ) Common Stock 3,527 3,527 D Restricted Stock Units ( 1 )( 3 ) ( 5 ) ( 5 ) Common Stock 5,260 5,260 D Restricted Stock Units ( 1 )( 3 ) ( 6 ) ( 6 ) Common Stock 7,145 7,145 D Restricted Stock Units ( 1 )( 3 ) ( 7 ) ( 7 ) Common Stock 4,554 4,554 D Restricted Stock Units ( 1 )( 3 ) ( 8 ) ( 8 ) Common Stock 8,730 8,730 D Restricted Stock Units ( 1 )( 3 ) ( 9 ) ( 9 ) Common Stock 14,296 14,296 D Restricted Stock Units ( 1 )( 3 ) ( 10 ) ( 10 ) Common Stock 9,361 9,361 D Restricted Stock Units ( 1 )( 3 ) ( 11 ) ( 11 ) Common Stock 5,497 5,497 D Restricted Stock Units ( 1 )( 3 ) ( 12 ) ( 12 ) Common Stock 5,497 5,497 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAFFER OREN C/O GXO LOGISTICS, INC. TWO AMERICAN LANE GREENWICH, CT06831 X Signatures /s/ Karlis P. Kirsis, Attorney-in-Fact 01/04/2022 Signature of Reporting Person Date

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 shall vest in full on January 3, 2023, subject to the Reporting Person's continued service as a director of the Issuer. ( 3 )On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Common Stock, to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on July 23, 2021. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 1, 2021, by and between XPO and GXO, all outstanding equity awards with respect to XPO Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to GXO Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of XPO Common Stock on the close of trading on July 30, 2021 and (ii) the closing price of a share of GXO Common Stock on August 2, 2021. ( 4 )The RSUs vested in full on January 3, 2022 and are subject to a deferral election. Shares of GXO 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 4, 2021 and are subject to a deferral election. Shares of GXO 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 2, 2020 and are subject to a deferral election. Shares of GXO 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 2, 2019 and are subject to a deferral election. Shares of GXO 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 3, 2018 and are subject to a deferral election. Shares of GXO 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 4, 2017 and are subject to a deferral election. Shares of GXO 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 2, 2016 and are subject to a deferral election. Shares of GXO Common Stock will be delivered to the Reporting Person as per the terms of the deferral election. ( 11 )The RSUs vested in full on January 2, 2015 and are subject to a deferral election. Shares of GXO Common Stock will be delivered to the Reporting Person as per the terms of the deferral election. ( 12 )The RSUs vested in full on December 11, 2013 and are subject to a deferral election. Shares of GXO Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

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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