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: BRADLEY S JACOBS (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-02	Common Stock	M	10000	—	Acquired	10000	Direct
2012-09-02	Common Stock	A	32000	—	Acquired	42000	Direct
2012-09-02	Common Stock	F	13860	$14.83	Disposed	28140	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-02	Restricted Stock Units	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (250000)	250000	Direct
See footnote	$7		Common Stock, par value $0.001 per share (9642857)	67500	Indirect
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (9642857)	9642857	Indirect

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.
The transactions reported in this Form 4 relate to the vesting and settlement of previously granted restricted stock units, as well as the withholding of shares to satisfy tax withholding obligations related to the settlement of, and pursuant to the terms of the award agreements governing, such restricted stock units (see footnote 3). There were no open market sales related to the settlement of the restricted stock units or reported on this Form 4.

F2: On January 5, 2012, the Reporting Person was granted 160,000 unvested restricted stock units, subject to the Company's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On August 20, 2012, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to the performance-based restricted stock units had been satisfied. Since the applicable performance criteria has been satisfied, this award of restricted stock units vests in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer. The first 20% installment of the performance-based restricted stock units vested and was settled on September 2, 2012.

F3: In connection with the vesting of the first 20% installment of the Restricted Stock Units, the Issuer withheld 3,300 shares of Common Stock to satisfy tax withholding obligations, and in connection with the vesting of the first 20% installment of the performance-based restricted stock units, the Issuer withheld 10,560 shares of Common Stock to satisfy tax withholding obligations.

F4: The Restricted Stock Units were initially unvested. The first 20% installment of the Restricted Stock Units vested and was settled on September 2, 2012.

F5: The Employee Stock Options were initially unvested. The first 20% installment of the Employee Stock Options vested and became exercisable on September 2, 2012.

F6: 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").

F7: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F8: Represents 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F9: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, LLC.

F10: 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").

F11: Represents 9,642,857 shares of Common Stock initially issuable upon the exercise of 9,642,857 Warrants, subject to adjustment as set forth in the Warrant Certificate. The 9,642,857 shares of Common Stock initially issuable upon the exercise of the Warrants, together with the 9,642,857 shares of Common Stock initially issuable upon conversion of the Series A Convertible Perpetual Preferred Stock as described in Footnote 8 above, represent an aggregate of 19,285,714 shares of Common Stock initially issuable upon conversion of the Series A Convertible Perpetual Preferred Stock or upon the exercise of the Warrants.

F12: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.