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: BRADLEY S JACOBS (Director, CHIEF EXECUTIVE OFFICER, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-21	Restricted Stock Units	$	A	50000	Acquired		Common Stock, par value $0.001 per share (50000)	Direct
2011-11-21	Employee Stock Options (right to buy)	$9.28	A	250000	Acquired	2021-11-21	Common Stock, par value $0.001 per share (250000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
See footnote	$7		Common Stock, par value $0.001 per share (9642857)	67500	Indirect
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (9642857)	9642857	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, 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 Bradley S. Jacobs'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 Bradley S. Jacobs's continued employment with 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 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F7: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, 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 9,642,857 shares of Common Stock initially issuable upon the exercise of 9,642,857 Warrants, subject to adjustment as set forth in the Warrant Certificate. The 9,642,857 shares of Common Stock initially issuable upon the exercise of the Warrants, together with the 9,642,857 shares of Common Stock initially issuable upon conversion of the Series A Convertible Perpetual Preferred Stock as described in Footnote 6 above, represent an aggregate of 19,285,714 shares of Common Stock initially issuable upon conversion of the Series A Convertible Perpetual Preferred Stock or upon the exercise of the Warrants.

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