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: Hardig John (Chief Financial 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	10000	—	Acquired	44285	Direct
2014-09-02	Common Stock, par value $0.001 per share	M	17000	—	Acquired	61285	Direct
2014-09-02	Common Stock, par value $0.001 per share	F	9625	$30.97	Disposed	51660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-02	Restricted Stock Unit	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000.0)	Direct
2014-09-02	Restricted Stock Unit	$	M	17000	Disposed		Common Stock, par value $0.001 per share (17000.0)	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 and shall be settled in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.

F4: On February 13, 2012, the Reporting Person was granted 85,000 unvested RSUs, subject to the Issuers satisfaction of certain predetermined performance criteria and the Reporting Persons 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 has been satisfied, and such RSUs shall thereafter vest in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.