XPO, Inc. — Director's Dealing 2011

Sep 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2011-09-15

Reporting Person: JESSELSON MICHAEL G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-15	Common Stock, par value $0.001 per share	P	2000	$10.056	Acquired	12000	Indirect
2011-09-15	Common Stock, par value $0.001 per share	P	2000	—	Acquired	12000	Indirect
2011-09-15	Common Stock, par value $0.001 per share	P	2000	$10.082	Acquired	12000	Indirect
2011-09-15	Common Stock, par value $0.001 per share	P	2500	$10.082	Acquired	10000	Indirect
2011-09-15	Common Stock, par value $0.001 per share	P	7500	$10.056	Acquired	15000	Direct

Holdings (Non-Derivative)

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
See footnote	$7		Common
Stock,
$0.001 par
value per
share (103570)	725	Indirect
Warrants	$7	2021-09-02	Common
Stock,
$0.001 par
value per
share (103572)	103572	Indirect

Footnotes

F1: The Michael G. Jesselson and Linda Jesselson 3/12/84 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.

F2: Includes (i) 1,500 shares of Common Stock acquired for $10.082 per share and (ii) 500 shares of Common Stock acquired for $10.056 per share.

F3: The Michael G. Jesselson and Linda Jesselson 11/26/85 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.

F4: The Michael G. Jesselson and Linda Jesselson 3/31/87 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.

F5: The Michael G. Jesselson and Linda Jesselson 6/30/93 Trust is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of this trust.

F6: These securities are held in an individual retirement account of Michael G. Jesselson.

F7: Michael G. Jesselson's spouse is the direct beneficial owner of these securities.

F8: Series A Convertible Perpetual Preferred Stock, $0.001 par value per share.

F9: 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").

F10: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F11: 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.

F12: 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.

F13: 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").

F14: 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 Warrant Certificate.