XPO, Inc. — Director's Dealing 2013

Aug 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2013-08-15

Reporting Person: Martell James J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-15	Common Stock, par value $0.001 per share	P	39099	$18.97	Acquired	51139	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock, par value $0.001 per share (2500)	2500	Direct
Director Stock Options (right to buy)	$16.74	2022-12-11	Common Stock, par value $0.001 per share (8000)	8000	Direct
Director Stock Options (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (8000)	8000	Direct
Director Stock Options (right to buy)	$5	2020-01-29	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$3.88	2019-01-27	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$4.16	2018-01-28	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$5.40	2017-02-28	Common Stock, par value $0.001 per share (6250)	6250	Direct
Director Stock Options (right to buy)	$2.96	2015-12-12	Common Stock, par value $0.001 per share (25000)	25000	Direct
Director Stock Options (right to buy)	$5	2015-07-15	Common Stock, par value $0.001 per share (25000)	25000	Direct
See footnote	$7		Common Stock, par value $0.001 per share (103571)	725	Direct
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (103572)	103572	Direct

Footnotes

F1: These shares were purchased pursuant to a subscription agreement with the Issuer, dated July 12, 2013, which closed on August 15, 2013. These shares are restricted for resale by Mr. Martell until September 2, 2016.

F2: 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.

F3: The Restricted Stock Units shall vest on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.

F4: The Director Stock Options shall vest and become exercisable on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.

F5: The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.

F6: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

F7: 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").

F8: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F9: Represents 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

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 shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate.