UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
________________________________________
GXO LOGISTICS, INC.
(Name of Issuer)
________________________________________
COMMON STOCK, Par Value $0.01 Per Share
(Title of Class of Securities)
36262G 101
(CUSIP Number)
Jacobs Private Equity, LLC
Bradley S. Jacobs
350 Round Hill Road
Greenwich, Connecticut 06831
Telephone: (203) 413-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 13, 2022
(Date of Event which Requires Filing of this Statement)
________________________________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 36262G 101 | SCHEDULE 13D | Page 2 of 6 |
| 1 |
NAME OF REPORTING PERSON
Jacobs Private Equity, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable. See Item 3. |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,468,201 |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
6,468,201 | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,201 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%(1) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) | Calculated based on 114,841,647 shares of common stock, par value $0.01 per share (the “Shares”), of GXO Logistics, Inc. outstanding as of April 11, 2022. |
| CUSIP No. 36262G 101 | SCHEDULE 13D | Page 3 of 6 |
| 1 |
NAME OF REPORTING PERSON
Bradley S. Jacobs |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable. See Item 3. |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,856,690(2) |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
6,856,690(2) | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,856,690(2) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%(3) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| (2) | Mr. Jacobs has indirect beneficial ownership of 6,468,201 Shares as a result of being the managing member of Jacobs Private Equity, LLC (“JPE”). In addition, Mr. Jacobs holds directly 388,489 Shares. |
| (3) | See footnote 1. |
| CUSIP No. 36262G 101 | SCHEDULE 13D | Page 4 of 6 |
This Amendment No. 1 (this “Amendment”) amends and supplements the information set forth in the Schedule 13D filed with the Securities and Exchange Commission on February 11, 2022 (as amended, this “Schedule 13D”), relating to the shares of common stock, $0.01 par value per share (the “Shares”) of GXO Logistics, Inc. (the “Company”), with its principal executive offices located at Two American Lane, Greenwich, CT 06831. All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
On April 13, 2022, Jacobs Private Equity, LLC (“JPE”) disposed of 5,447,500 Shares in a transaction effected automatically pursuant to a selling plan of JPE that is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shares were sold by JPE for tax and estate planning purposes.
| CUSIP No. 36262G 101 | SCHEDULE 13D | Page 5 of 6 |
Item 5. Interest in Securities of the Issuer.
(a)-(c) For the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the date of this Amendment, JPE beneficially owns 6,468,201 Shares. The number of Shares beneficially owned represents, for the purposes of Rule 13d-3, approximately 5.6% of the outstanding shares of voting stock of the Company based on 114,841,647 Shares outstanding as of April 11, 2022 as reported by the Company in a press release dated April 12, 2022. JPE has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, the Shares described in this paragraph.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, as of the date of this Amendment, Mr. Jacobs beneficially owns 6,856,690 Shares. The number of Shares beneficially owned includes 6,468,201 Shares indirectly beneficially owned by Mr. Jacobs through JPE and 388,489 Shares directly beneficially owned by Mr. Jacobs. The total number of Shares directly and indirectly beneficially owned by Mr. Jacobs represents, for the purposes of Rule 13d-3, approximately 6.0% of the outstanding shares of voting stock of the Company based on 114,841,647 Shares outstanding as of April 11, 2022 as reported by the Company in a press release dated April 12, 2022.
| CUSIP No. 36262G 101 | SCHEDULE 13D | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 14, 2022
| JACOBS PRIVATE EQUITY, LLC | |||
| By: | /s/ Bradley S. Jacobs |
||
|
Name: Bradley S. Jacobs Title: Managing Member |
|||
/s/ Bradley S. Jacobs |
|||
| Name: | Bradley S. Jacobs | ||