UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
XPO Logistics, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
983793100
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 ("Act") 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 Instructions).
CUSIP No.: 983793100
| 1 |
NAME OF REPORTING PERSON
Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS")
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
OIMUS: 26-0583752
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
OIML is a company organized under the laws of Bermuda. OIMUS is a limited partnership organized under the laws of Delaware, U.S.A.
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
9,992,273
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| 6 |
SHARED VOTING POWER
0
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| 7 |
SOLE DISPOSITIVE POWER
9,992,273
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| 8 |
SHARED DISPOSITIVE POWER
0
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
OIML - 9,851,344
OIMUS - 140,929 |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
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| 12 |
TYPE OF REPORTING PERSON
FI (OIML); IA (OIMUS)
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CUSIP No.: 983793100
| ITEM 1(a). |
NAME OF ISSUER:
XPO Logistics, Inc.
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| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5 American Lane
Greenwich, CT 06831 USA |
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| ITEM 2(a). |
NAME OF PERSON FILING:
Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS")
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| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
OIML: Orbis House, 25 Front Street, Hamilton, Bermuda HM11
OIMUS: 600 Montgomery Street, Suite 3800, San Francisco, CA 94111, USA |
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| ITEM 2(c). |
CITIZENSHIP:
OIML is a company organized under the laws of Bermuda. OIMUS is a limited partnership organized under the laws of Delaware, U.S.A.
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| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 Par Value
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| ITEM 2(e). |
CUSIP NUMBER:
983793100
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| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
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(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
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(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
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(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
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(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
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(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
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(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
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(g)
[ ] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
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(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
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(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
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(j)
[X] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
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(k)
[X] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
equivalent to IA (OIML)
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| ITEM 4. | OWNERSHIP | |
| (a) Amount beneficially owned: | ||
| OIML - 9,851,344 OIMUS - 140,929 |
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| (b) Percent of class: | ||
| 8.7% | ||
| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote: | ||
| 9,992,273 | ||
| (ii) shared power to vote or to direct the vote: | ||
| 0 | ||
| (iii) sole power to dispose or direct the disposition of: | ||
| 9,992,273 | ||
| (iv) shared power to dispose or to direct the disposition of: | ||
| 0 | ||
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
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| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by OIML.
Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by OIMUS. |
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
OIML and OIMUS (collectively, the "Reporting Persons") are together making this filing because they may be deemed to constitute, but do not represent that they necessarily are, a "group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Information with respect to each Reporting Person is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by the other Reporting Person. OIML is classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). OIMUS is classified as an Investment Adviser (IA). Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
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| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
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CUSIP No.: 983793100
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14 2023 |
Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS")
By:
/s/ Matt Gaarder
Name:
Matt Gaarder
Title:
Matt Gaarder is the Attorney-in-Fact of Orbis Investment Management Limited and Secretary of Orbis Investment Management (U.S.), L.P.
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Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).