XPO, Inc. — Director's Dealing 2012

May 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2012-05-16

Reporting Person: Malat Scott (SVP, Strategic Planning)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-16	Restricted Stock Units	$	A	3191	Acquired		Common Stock, par value $0.001 per share (3191)	Direct

Footnotes

F1: 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.

F2: The Restricted Stock Units shall initially be unvested, and shall vest and be settled on September 2, 2016, subject to the Reporting Person's continued employment with the Issuer.