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: JESSELSON MICHAEL G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-02	Common Stock	M	2500	—	Acquired	17500	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 (Non-Derivative)

Security	Shares	Ownership
Common Stock	12000	Indirect
Common Stock	12000	Indirect
Common Stock	12000	Indirect
Common Stock	10000	Indirect
Common Stock	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: 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.

F8: The Restricted Stock Units were initially unvested. The Restricted Stock Units vested and were settled on September 2, 2012.

F9: The Director Stock Options were initially unvested. The Director Stock Options vested and became exercisable on September 2, 2012.

F10: 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").

F11: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F12: 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.

F13: 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.

F14: 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").

F15: 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.

F16: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.