XPO, Inc. — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2014-09-02

Reporting Person: Cooper Troy A. (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-02	Common Stock, par value $0.001 per share	M	21875	—	Acquired	74994	Direct
2014-09-02	Common Stock, par value $0.001 per share	F	6781	$30.97	Disposed	68213	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-02	Restricted Stock Unit	$	M	21875	Disposed		Common Stock, par value $0.001 per share (21875.0)	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 were withheld to fund tax liability attributable to the settlement of the RSUs reported on this Form 4. These RSUs vested and were settled on September 2, 2014, as originally scheduled, and there were no related discretionary transactions or open market sales.

F3: The RSUs vest in four equal annual installments of 21,875 each, beginning on September 2, 2012 and continuing on the first, second and third anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.