XPO, Inc. — Director's Dealing 2016

Sep 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2016-09-02

Reporting Person: BRADLEY S JACOBS (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-02	Common Stock, par value $0.001 per share	M	10000	—	Acquired	115016	Direct
2016-09-02	Common Stock, par value $0.001 per share	M	32000	—	Acquired	147016	Direct
2016-09-02	Common Stock, par value $0.001 per share	F	20555	$35.78	Disposed	126461	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-02	Restricted Stock Unit	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000.0)	Direct
2016-09-02	Restricted Stock Unit	$	M	32000	Disposed		Common Stock, par value $0.001 per share (32000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$9.28	2021-11-21	Common Stock, par value $0.001 per share (250000.0)	250000	Direct
See footnote	$7.0		Common Stock, par value $0.001 per share (9642857.0)	67500	Indirect
Warrants	$7.0	2021-09-02	Common Stock, par value $0.001 per share (9642857.0)	9642857	Indirect

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, 2016, as originally scheduled, and there were no related discretionary transactions or open market sales.

F2: 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.

F3: The RSUs 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.

F4: The RSUs 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 satisfaction of a specified performance goal, which has been certified as having been satisfied, and the Reporting Person's continued employment with the Issuer on such dates.

F5: The Employee Stock Options are fully vested and exercisable as of the filing date of this Form 4.

F6: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

F7: The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").

F8: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F9: Represents 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F10: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, LLC.

F11: 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").

F12: Represents 9,642,857 shares of Common Stock initially issuable upon the exercise of 9,642,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.