Sec Form 3 Filing - Cawston Richard @ GXO Logistics, Inc. - 2023-12-15

FORM 3 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 Cawston Richard 2. Issuer Name and Ticker or Trading Symbol GXO Logistics, Inc. [ GXO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) TWO AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2023 (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 56,727 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 Non-Qualified Stock Options (right to buy) $ 64.91 ( 2 ) ( 1 ) 06/07/2031 Common Stock 164,923 D Restricted Stock Units ( 2 ) ( 4 ) ( 3 ) ( 3 ) Common Stock 4,670 D Restricted Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 5,063 D Restricted Stock Units ( 4 ) ( 6 ) ( 6 ) Common Stock 8,972 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cawston Richard TWO AMERICAN LANE GREENWICH, CT06831 Chief Revenue Officer Signatures /s/ Karlis P. Kirsis, Attorney-in-Fact 12/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Non-Qualified Stock Options (1) vested (i) 10% on the first anniversary of the grant date, June 7, 2021 and (ii) 15% on the second anniversary of the grant date, and (2) will vest (i) 20% on the third anniversary of the grant date, (ii) 25% on the fourth anniversary of the grant date, and (iii) 30% on the fifth anniversary of the grant date, subject to the Reporting Person's continued employment with GXO Logistics, Inc. ("GXO"). ( 2 )On August 2, 2021, XPO, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO common stock, par value $0.01 per share ("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. ( 3 )The Restricted Stock Units ("RSUs") vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 10, 2021, subject to the Reporting Person's continued employment with GXO. ( 4 )Each RSU represents a contingent right to receive, upon settlement, either (i) one share of GXO Common Stock, or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock. ( 5 )The RSUs vest in three equal annual installments on the second, third, and fourth anniversaries of the grant date, March 30, 2022, subject to the Reporting Person's continued employment with GXO. ( 6 )The RSUs vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date, March 7, 2023, subject to the Reporting Person's continued employment with GXO.

Remarks: See Exhibit 24 - Power of Attorney attached.

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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