XPO, Inc. — Director's Dealing 2013

Sep 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2013-09-02

Reporting Person: Ritter Greg (SVP, Strategic Accounts)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-02	Common Stock, par value $0.001 per share	M	10000	—	Acquired	18900	Direct
2013-09-02	Common Stock, par value $0.001 per share	F	2500	$22.96	Disposed	16400	Direct
2013-09-04	Common Stock, par value $0.001 per share	S	1002	$22.85	Disposed	15398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-02	Restricted Stock Unit	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") 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: These shares of Common Stock were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

F3: These shares were sold to fund tax liability attributable to the related vesting and settlement of RSUs.

F4: The RSUs vest and are settled as follows: 10,000 RSUs vested and were settled on September 2, 2012, and 10,000 RSUs vest and shall be settled on each of the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.