XPO, Inc. — Director's Dealing 2011

Nov 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2011-11-21

Reporting Person: ANDERSEN G CHRIS (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-21	Restricted Stock Units	$	A	2500	Acquired		Common Stock, par value $0.001 per share (2500)	Direct
2011-11-21	Director Stock Options (right to buy)	$9.28	A	8000	Acquired	2021-11-21	Common Stock, par value $0.001 per share (8000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
See footnote	$7		Common Stock, par value $0.001 per share (50000)	350	Indirect
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (50000)	50000	Indirect

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. The Restricted Stock Units shall vest on September 2, 2012, subject to G. Chris Andersen's continued service as a director of the Issuer, and shall be settled within 30 following the vesting date.

F3: The Director Stock Options shall initially be unvested, and shall vest and become exercisable on September 2, 2012, subject to G. Chris Andersen's continued service as a director of the Issuer.

F4: 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 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").

F5: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F6: Represents 50,000 shares of Common Stock initially issuable upon conversion of 350 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F7: XPO Partners LLC is the direct beneficial owner of these securities. G. Chris Andersen is the Managing Member of XPO Partners LLC.

F8: The initial exercise price of the Warrants is $7 per share of Common Stock, 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").

F9: Represents 50,000 shares of Common Stock initially issuable upon the exercise of 50,000 Warrants, subject to adjustment as set forth in the Warrant Certificate.

F10: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.