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: JESSELSON MICHAEL G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Warrants	$7	P	21322	Acquired	2021-09-02	Common Stock, par value $0.001 per share (21322)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	17500	Direct
Common Stock, par value $0.001 per share	12000	Indirect
Common Stock, par value $0.001 per share	12000	Indirect
Common Stock, par value $0.001 per share	12000	Indirect
Common Stock, par value $0.001 per share	10000	Indirect
Common Stock, par value $0.001 per share	10000	Indirect

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
See footnote	$7		Common Stock, par value $0.001 per share (103570)	725	Indirect
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (103572)	103572	Indirect

Footnotes

F1: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

F2: 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 the trust.

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 the 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 the 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 the trust.

F6: Michael G. Jesselson's spouse is the direct beneficial owner of these securities.

F7: 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.

F8: The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Warrant Certificate.

F9: The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust.

F10: The Director Stock Options vested and became exercisable on September 2, 2012.

F11: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

F12: 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").

F13: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F14: 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.

F15: 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.

F16: 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.