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: Malat Scott (Chief Strategy Officer)

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	14000	—	Acquired	59337	Direct
2016-09-02	Common Stock, par value $0.001 per share	M	3191	—	Acquired	62528	Direct
2016-09-02	Common Stock, par value $0.001 per share	M	3500	—	Acquired	66028	Direct
2016-09-02	Common Stock, par value $0.001 per share	M	17143	—	Acquired	83171	Direct
2016-09-02	Common Stock, par value $0.001 per share	F	19501	—	Disposed	63670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-02	Restricted Stock Unit	$	M	14000	Disposed		Common Stock, par value $0.001 per share (14000.0)	Direct
2016-09-02	Restricted Stock Unit	$	M	3191	Disposed		Common Stock, par value $0.001 per share (3191.0)	Direct
2016-09-02	Restricted Stock Unit	$	M	3500	Disposed		Common Stock, par value $0.001 per share (3500.0)	Direct
2016-09-02	Restricted Stock Unit	$	M	17143	Disposed		Common Stock, par value $0.001 per share (17143.0)	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, 2016, 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 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 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.

F5: The RSUs vested and were settled on September 2, 2016.

F6: 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.

F7: The RSUs vest in installments of 60% on September 2, 2016, and 20% each on February 15, 2017 and February 15, 2018, 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.