XPO, Inc. — Director's Dealing 2012

Nov 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2012-11-15

Reporting Person: SHAFFER OREN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Warrants	$7	P	8500	Acquired	2021-09-02	Common Stock, par value $0.001 per share (8500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	10000	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 Options (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (8000)	8000	Direct

Footnotes

F1: This Form 4 is being filed to report the acquisition through a private transaction of warrants (the "Warrants") to purchase shares of the Issuer's common stock, par value $.001 per share (the "Common Stock"), for an exercise price of $7 per share of Common Stock, subject to adjustment as set forth in the 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"). Pursuant to the privately negotiated transaction, which did not involve the Issuer, each Warrant was purchased at a price of $5.85. The Reporting Person has agreed to resale restrictions with the Issuer pursuant to which neither the Warrants nor the shares of Common Stock acquired upon exercise of the Warrants may be sold prior to September 2, 2016 without the prior approval of the Issuer.

F2: The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Warrant Certificate.

F3: Represents shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate.

F4: 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.

F5: These Restricted Stock Units vested on September 2, 2012 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.

F6: The Director Stock Options vested and became exercisable on September 2, 2012.