XPO, Inc. — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2013-02-15

Reporting Person: Malat Scott (Chief Strategy Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Restricted Stock Units	$	A	28571	Acquired		Common Stock, par value $.001 per share (28571)	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 initially shall be unvested and, subject to the Issuer's Common Stock trading at or above $32.50 per share for 20 consecutive trading days within the five years following the grant date, shall vest in installments of 60% on September 2, 2016, and 20% each on February 15, 2017 and February 15, 2018, subject to the Reporting Person's continued employment with the Issuer on such dates.