XPO, Inc. — Director's Dealing 2015

Jul 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2015-06-30

Reporting Person: Malat Scott (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-30	Common Stock, par value $0.001 per share	M	3204	—	Acquired	37203	Direct
2015-06-30	Common Stock, par value $0.001 per share	F	1181	$45.18	Disposed	36022	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Restricted Stock Unit	$	M	3204	Disposed		Common Stock, par value $0.001 per share (3204.0)	Direct

Footnotes

F1: These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the RSUs reported on this Form 4. These RSUs vested and were settled on June 30, 2015, as originally scheduled, and there were no related discretionary transactions or open market sales.

F2: These securities are held jointly with the Reporting Person's spouse.

F3: 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.

F4: The Restricted Stock Units fully vested and were settled on June 30, 2015.