XPO, Inc. — Director's Dealing 2011

Oct 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2011-10-21

Reporting Person: Malat Scott (SR. VP, STRATEGIC PLANNING)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-21	Restricted Stock Units	$	A	70000	Acquired		Common Stock, par value $0.001 per share (70000)	Direct
2011-10-21	Employee Stock Options (right to buy)	$10.65	A	25000	Acquired	2021-10-21	Common Stock, par value $0.001 per share (25000)	Direct

Footnotes

F1: Each Restricted Stock Unit 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: The Restricted Stock Units shall initially be unvested, and shall vest and be settled in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to Scott Malat's continued employment with the Issuer.

F3: The Employee Stock Options shall initially be unvested, and shall vest in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to Scott Malat's continued employment with the Issuer.