XPO, Inc. — Director's Dealing 2011

Nov 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2011-11-07

Reporting Person: Fernandez M Sean (CHIEF OPERATING OFFICER)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-07	Restricted Stock Units	$	A	55000	Acquired		Common Stock, par value $0.001 per share (55000)	Direct
2011-11-07	Employee Stock Options (right to buy)	$10.53	A	55000	Acquired	2021-11-07	Common Stock, par value $0.001 per share (55000)	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 as follows: 5,000 Restricted Stock Units shall vest and be settled on September 2, 2012 and 12,500 Restricted Stock Units shall vest and be settled on each of the first, second, third and fourth anniversaries thereof, subject to M. Sean Fernandez'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 M. Sean Fernandez's continued employment with the Issuer.