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: 2012-08-20

Reporting Person: Renner Kent R (SVP, Chief Accounting Officer)

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	17500	—	Acquired	30100	Direct
2013-09-02	Common Stock, par value $0.001 per share	F	5425	$22.96	Disposed	24675	Direct
2013-09-04	Common Stock, par value $0.001 per share	S	1928	$22.85	Disposed	22747	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-20	Restricted Stock Unit	$	A	37500	Acquired		Common Stock, par value $0.001 per share (37500)	Direct
2013-09-02	Restricted Stock Unit	$	M	17500	Disposed		Common Stock, par value $0.001 per share (17500)	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: On January 5, 2012, the Reporting Person was granted 37,500 unvested RSUs, 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 such RSUs had been satisfied; such RSUs thereafter vested as follows: the first installment of 7,500 of such RSUs vested and was settled on September 2, 2012 (which transaction was previously reported as an acquisition of Common Stock on a Form 4 filed September 5, 2012); the second installment of 7,500 vested and was settled on September 2, 2013 and is reported herein, and 7,500 of such RSUs shall vest and be settled on each of September 2, 2014, 2015 and 2016, subject to the Reporting Person's continued employment with the Issuer.

F5: The RSUs vest and are settled as follows: 17,500 RSUs vested and were settled on September 2, 2012, and 17,500 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.

F6: For clarity, the number of RSUs reported as being owned by the Reporting Person following such August 20, 2012 acquisition includes 50,000 other RSUs that were then held by the Reporting Person, 20,000 of which have subsequently vested and been settled for shares of Common Stock, including 10,000 that vested and were settled for shares of Common Stock on September 2, 2013 as reported herein.