| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RXO | Restricted Stock Unit | Award | $0 | +43.1K | +3.64% | $0.00 | 1.23M | 06 Mar 2023 | Common Stock | 43.1K | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | In connection with XPO, Inc.'s pro rata distribution (the "Distribution") of all of its shares of the Issuer's Common Stock on November 1, 2022 to the holders of record of XPO common stock on October 20, 2022, the reporting person received unvested restricted stock units ("RSUs"), subject to the satisfaction of certain predetermined performance criteria, pursuant to the equitable adjustment of outstanding equity awards relating to XPO common stock in accordance with the terms of the Employee Matters Agreement, dated as of October 31, 2022, by and between XPO and the Issuer. On March 6, 2023, the performance criteria applicable to such RSUs was satisfied. |
| F3 | The RSUs will vest on December 31, 2023. |
This Form 4 is amended to clarify that Footnote 3 is only applicable to Item 6 of Table II.