XPO, Inc. — Director's Dealing 2011

Sep 12, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2011-09-02

Reporting Person: JESSELSON MICHAEL G (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.001 par value per share	10000	Indirect
Common Stock, $0.001 par value per share	37500	Indirect
Common Stock, $0.001 par value per share	7500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
See footnote	$7		Common Stock, $0.001 par value per share (103570)		Indirect
Warrants	$7	2021-09-02	Common Stock, $0.001 par value per share (103572)		Indirect

Footnotes

F1: Michael G. Jesselson's spouse is the direct beneficial owner of these securities.

F2: Represents (i) 10,000 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 3/12/84 Trust, (ii) 10,000 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 11/26/85 Trust, (iii) 10,000 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 3/31/87 Trust and (iv) 7,500 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 6/30/93 Trust.

F3: The individual trusts named in Footnote 2 are the direct beneficial owners of these securities. Michael G. Jesselson is the trustee of each of these trusts.

F4: Represents 7,500 shares of Common Stock held in an individual retirement account.

F5: Series A Convertible Perpetual Preferred Stock, $0.001 par value per share.

F6: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F7: Represents (i) 71,428 shares of Common Stock initially issuable upon conversion of 500 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,142 shares of Common Stock initially issuable upon conversion of 225 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 4/8/71 Trust, in each case subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").

F8: The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation.

F9: The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.

F10: Represents (i) 71,429 shares of Common Stock initially issuable upon the exercise of 71,429 Warrants held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,143 shares of Common Stock initially issuable upon the exercise of 32,143 Warrants held by the Michael G. Jesselson 4/8/71 Trust, in each case subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").

F11: The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Warrant Certificate.