SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Jacobs Private Equity, LLC

(Last) (First) (Middle)
350 ROUND HILL ROAD

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/26/2021 S(1) 38,532 D $133.84(2) 18,480,394 D
Common Stock, par value $0.001 per share 04/26/2021 S(1) 21,467 D $134.58(3) 18,458,927 D
Common Stock, par value $0.001 per share 04/26/2021 S(1) 8,513 D $135.82(4) 18,450,414 D
Common Stock, par value $0.001 per share 04/26/2021 S(1) 1,800 D $136.88(5) 18,448,614 D
Common Stock, par value $0.001 per share 04/26/2021 S(1) 1,700 D $137.97(6) 18,446,914 D
Common Stock, par value $0.001 per share 04/26/2021 S(1) 500 D $138.58(7) 18,446,414 D
Common Stock, par value $0.001 per share 04/27/2021 S(1) 34,914 D $136.53(8) 18,411,500 D
Common Stock, par value $0.001 per share 04/27/2021 S(1) 19,154 D $137.46(9) 18,392,346 D
Common Stock, par value $0.001 per share 04/27/2021 S(1) 7,132 D $138.12(10) 18,385,214 D
Common Stock, par value $0.001 per share 04/28/2021 S(1) 12,728 D $136.25(11) 18,372,486 D
Common Stock, par value $0.001 per share 04/28/2021 S(1) 17,135 D $136.91(12) 18,355,351 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 (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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The sales reported in this Form 4 were made pursuant to a selling plan of the Reporting Person that is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold by the Reporting Person for tax and estate planning purposes.
2. The Reporting Person sold 38,532 shares of common stock, par value $0.001 per share (the "Common Stock"), of XPO Logistics, Inc. (the "Issuer") in multiple trades at prices ranging from $133.28 to $134.27 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
3. The Reporting Person sold 21,467 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $134.28 to $135.26 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
4. The Reporting Person sold 8,513 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $135.28 to $136.19 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
5. The Reporting Person sold 1,800 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $136.51 to $137.35 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
6. The Reporting Person sold 1,700 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $137.51 to $138.35 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
7. The Reporting Person sold 500 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $138.51 to $138.67 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
8. The Reporting Person sold 34,914 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $135.91 to $136.90 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
9. The Reporting Person sold 19,154 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $136.91 to $137.90 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
10. The Reporting Person sold 7,132 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $137.91 to $138.63 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
11. The Reporting Person sold 12,728 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $135.57 to $136.56 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
12. The Reporting Person sold 17,135 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $136.57 to $137.35 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
Jacobs Private Equity, LLC by: /s/ Bradley S. Jacobs 04/28/2021
** 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 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).
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.