XPO, Inc. — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2012-12-11

Reporting Person: Martell James J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Restricted Stock Units	$	A	2500	Acquired		Common Stock, par value $0.001 per share (2500)	Direct
2012-12-11	Director Stock Options (right to buy)	$16.74	A	8000	Acquired	2022-12-11	Common Stock, par value $0.001 per share (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	9540	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Director Stock Options (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (8000)	8000	Direct
Director Stock Options (right to buy)	$5	2020-01-29	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$3.88	2019-01-27	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$4.16	2018-01-28	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$5.40	2017-02-28	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$2.96	2015-12-12	Common Stock, par value $0.001 per share (25000)	25000	Direct
Director Stock Options (right to buy)	$5	2015-07-15	Common Stock, par value $0.001 per share (25000)	25000	Direct
See footnote	$7		Common Stock, par value $0.001 per share (103571)	725	Direct
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (103572)	103572	Direct

Footnotes

F1: The Restricted Stock Units shall vest on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.

F2: The Director Stock Options shall vest and become exercisable on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.

F3: These Restricted Stock Units may have different vesting and settlement dates.

F4: The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.

F5: The Director Stock Options vest and become exercisable in 36 equal monthly installments, commencing on February 1, 2010 and continuing on the first day of each of the following 35 months, subject to the Reporting Person's continued service as a director of the Issuer.

F6: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

F7: 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").

F8: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F9: Represents 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F10: 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").

F11: Represents shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate.

F12: 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.