XPO, Inc. — Director's Dealing 2015

Sep 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2015-09-02

Reporting Person: Malat Scott (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-02	Common Stock, par value $0.001 per share	M	14000	—	Acquired	50022	Direct
2015-09-02	Common Stock, par value $0.001 per share	M	3500	—	Acquired	53522	Direct
2015-09-02	Common Stock, par value $0.001 per share	F	8185	$34.26	Disposed	45337	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-02	Restricted Stock Unit	$	M	14000	Disposed		Common Stock, par value $0.001 per share (14000.0)	Direct
2015-09-02	Restricted Stock Unit	$	M	3500	Disposed		Common Stock, par value $0.001 per share (3500.0)	Direct

Footnotes

F1: These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on September 2, 2015, as originally scheduled, and there were no related discretionary transactions or open market sales.

F2: These securities are held in a joint account with the Reporting Person's spouse.

F3: Each 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.

F4: The RSUs vested and were settled on September 2, 2015.

F5: On October 21, 2011, the Reporting Person was granted 70,000 unvested RSUs. The 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.

F6: On October 21, 2011, the Reporting Person was granted 17,500 unvested RSUs, subject to the Issuers satisfaction of certain predetermined performance criteria and the Reporting Persons 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.