XPO, Inc. — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2012-09-02

Reporting Person: Kingshott Adrian (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-02	Common Stock	M	2500	—	Acquired	2500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-02	Restricted Stock Units	$	M	2500	Disposed		Common Stock, par value $0.001 per share (2500)	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
See footnote	$7.00		Common Stock, par value $0.001 per share (42857)	300	Direct
Warrants	$7.00	2021-09-02	Common Stock, par value $0.001 per share (42857)	42857	Direct

Footnotes

F1: Each Restricted Stock Unit represented 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.

F2: The Restricted Stock Units were initially unvested. The Restricted Stock Units vested and were settled on September 2, 2012.

F3: The Director Stock Options were initially unvested. The Director Stock Options vested and became exercisable on September 2, 2012.

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 42,857 shares of Common Stock initially issuable upon conversion of 300 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 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 42,857 shares of Common Stock initially issuable upon the exercise of 42,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.

F9: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.