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: BRADLEY S JACOBS (Director, Chief Executive Officer, 10% Owner)

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	66826	Direct
2014-09-02	Common Stock, par value $0.001 per share	M	32000	—	Acquired	98826	Direct
2014-09-02	Common Stock, par value $0.001 per share	F	17065	$30.97	Disposed	81761	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-02	Restricted Stock Unit	$	M	32000	Disposed		Common Stock, par value $0.001 per share (32000.0)	Direct
2014-09-02	Restricted Stock Unit	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (250000.0)	250000	Direct
See footnote	$7.0		Common Stock, par value $0.001 per share (9642857.0)	67500	Indirect
Warrants	$7.0	2021-09-02	Common Stock, par value $0.001 per share (9642857.0)	9642857	Indirect

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: On January 5, 2012, the Reporting Person was granted 160,000 unvested RSUs, subject to the Issuer'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 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.

F4: 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.

F5: The Employee Stock Options 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.

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 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F10: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, LLC.

F11: 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").

F12: Represents 9,642,857 shares of Common Stock initially issuable upon the exercise of 9,642,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.