XPO, Inc. — Director's Dealing 2015

Sep 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2015-09-08

Reporting Person: GIC Private Ltd (10% Owner)
Reporting Person: Coral Blue Investment Pte. Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-08	Common Stock, par value $0.001 per share	C	1488155	$45.00	Acquired	11487278	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-08	Series C Convertible Perpetual Preferred Stock	$45.00	C	66967	Disposed		Common Stock, par value $0.001 per share (1488155)	Indirect

Footnotes

F1: This report is filed jointly by GIC Private Limited and Coral Blue Investment Pte. Ltd. (collectively, the "Reporting Persons"). Coral Blue Investment Pte. Ltd. is the direct owner of 11,487,278 shares of Common Stock of the Issuer and shares the power to vote and the power to dispose of all of such shares of Common Stock with GIC Private Limited. No individual has beneficial ownership over the Common Stock beneficially owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: Upon the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series C Convertible Perpetual Preferred, the Series C Convertible Perpetual Preferred Stock converted automatically into shares of Common Stock of the Issuer at the initial conversion price of $45 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series C Convertible Perpetual Preferred Stock, included in Exhibit 4.1 to the Issuer's Report on Form 8-K filed with the SEC on June 1, 2015 (the "Certificate of Designation").

F3: The Series C Convertible Perpetual Preferred Stock has no expiration date and under the Certificate of Designation automatically converts into Common Stock on the date of the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series C Convertible Perpetual Preferred Stock, but is not otherwise convertible into shares of Common Stock.

F4: Shares of Common Stock initially issuable upon conversion of Series C Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.