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XPO, Inc. Director's Dealing 2015

Jan 6, 2015

30406_dirs_2015-01-06_5a30259c-1d71-46fd-b206-b0e008538c83.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2015-01-02

Reporting Person: SHAFFER OREN (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-01-02 Restricted Stock Unit $ A 4257 Acquired Common Stock, par value $0.001 per share (4257.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $0.001 per share 12500 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Unit $ Common Stock, par value $0.001 per share (2500.0) 2500 Direct
Restricted Stock Unit $ Common Stock, par value $0.001 per share (2500.0) 2500 Direct
Director Stock Option (right to buy) $23.19 2023-12-12 Common Stock, par value $0.001 per share (8000.0) 8000 Direct
Director Stock Option (right to buy) $16.74 2022-12-11 Common Stock, par value $0.001 per share (8000.0) 8000 Direct
Director Stock Option (right to buy) $9.28 2021-11-21 Common Stock, par value $0.001 per share (8000.0) 8000 Direct
Warrants $7.0 2021-09-02 Common Stock, par value $0.001 per share (8500.0) 8500 Direct

Footnotes

F1: Each Restricted Stock Unit ("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.

F2: The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.

F3: The Restricted Stock Units vested in full on January 5, 2015 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.

F4: 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.

F5: The Director Stock Options vested and became exercisable on January 2, 2015.

F6: 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").

F7: Represents 8,500 shares of Common Stock initially issuable upon the exercise of 8,500 Warrants, subject to adjustment as set forth in the Warrant Certificate.