XPO, Inc. — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2012-12-20

Reporting Person: ANDERSEN G CHRIS (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock, par value $0.001 per share	M	2500	—	Acquired	2500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-20	Restricted Stock Units	$	M	2500	Disposed		Common Stock, par velue $0.001 per share (2500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock, par value $0.001 per share (2500)	2500	Direct
Director Stock Option (right to buy)	$16.74	2022-12-11	Common Stock, par value $0.001 per share (8000)	8000	Direct
Director Stock Option (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (8000)	8000	Direct
See footnote	$7		Common Stock, par value $0.001 per share (35713)	250	Direct
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (35713)	35713	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: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

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 35,713 shares of Common Stock initially issuable upon conversion of 250 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F7: 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").

F8: Represents shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate.

F9: 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.

F10: These Restricted Stock Units vested in full on September 2, 2012 and were settled on December 20, 2012.