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: ANDERSEN G CHRIS (Director)

Holdings (Derivative)

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

Footnotes

F1: Series A Convertible Perpetual Preferred Stock, $0.001 par value per share

F2: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F3: 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 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").

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.

F5: XPO Partners LLC is the direct beneficial owner of these securities. G. Chris Andersen is the Managing Member of XPO Partners LLC.

F6: Represents 50,000 shares of Common Stock initially issuable upon the exercise of 50,000 Warrants, 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").

F7: The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Warrant Certificate.