XPO, Inc. — Director's Dealing 2014

Jan 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2013-12-12

Reporting Person: SHAFFER OREN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-12	Restricted Stock Unit	$	A	2500	Acquired		Common Stock, par value $0.001 per share (2500)	Direct
2013-12-12	Director Stock Option (right to buy)	$23.19	A	8000	Acquired	2023-12-12	Common Stock, par value $0.001 per share (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	12500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (2500)	2500	Direct
Director Stock Option (right to buy)	$16.74	2022-12-11	Common Stock, par value $0.001 per share (8000)	8000	Direct
Director Stock Option (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (8000)	8000	Direct
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (8500)	8500	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 shall vest on January 2, 2015, subject to the Reporting Person's continued service as a director of the Issuer.

F3: The Director Stock Options shall vest and become exercisable on January 2, 2015, subject to the Reporting Person's continued service as a director of the Issuer.

F4: The Restricted Stock Units vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.

F5: 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").

F6: Represents 8,500 shares of Common Stock initially issuable upon the exercise of 8,500 Warrants, subject to adjustment as set forth in the Warrant Certificate.