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: Papastavrou Jason D (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	10000	Direct
Common Stock, par value $0.001 per share	1375	Indirect

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
See footnote	$7		Common Stock, par value $0.001 per share (92857)	650	Indirect
Warrants	$7	2021-09-02	Common Stock, par value $0.001 per share (92857)	92857	Indirect

Footnotes

F1: The Brett A. Athans Declaration of Trust is the direct beneficial owner of these securities. Jason D. Papastavrou is the trustee of the Brett A. Athans Declaration of Trust.

F2: 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.

F3: The Restricted Stock Units shall vest on January 2, 2015, subject to the Reporting Person's continued service as a director of the Issuer.

F4: 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.

F5: 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.

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 92,857 shares of Common Stock initially issuable upon conversion of 650 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F10: Springer Wealth Management LLC is the direct beneficial owner of these securities. Jason D. Papastavrou is the owner of 100% of the equity interests of Springer Wealth Management 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 92,857 shares of Common Stock initially issuable upon the exercise of 92,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.