SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cawston Richard

(Last)

(First)

(Middle)

TWO AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2023

3. Issuer Name and Ticker or Trading Symbol
GXO Logistics, Inc. [ GXO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	56,727	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (right to buy)	⁽¹⁾	06/07/2031	Common Stock	164,923	$64.91⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	4,670	⁽²⁾⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	5,063	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	8,972	⁽⁴⁾	D

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.

	/s/ Karlis P. Kirsis, Attorney-in-Fact	12/26/2023
	** 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 5 (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.