XPO, Inc. — Director's Dealing 2015

Sep 9, 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: PUBLIC SECTOR PENSION INVESTMENT BOARD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-08	Common Stock	C	992111	$45	Acquired	13637746	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-08	Series C Convertible Perpetual Preferred Stock	$45	C	44645	Disposed		Common Stock (992111)	Direct

Footnotes

F1: The initial conversion price of the Series C Convertible Perpetual Preferred Stock (the "Series C Preferred Stock") is $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").

F2: The Series C Preferred Stock has no expiration date and automatically converts into Common Stock on the date of stockholder approval of the Issuer's proposal to issue Common Stock upon conversion of the Series C Preferred Stock.

F3: Shares of Common Stock initially issuable upon conversion of Series C Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.