XPO, Inc. — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2017-10-02

Reporting Person: Robinson Lance A (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-02	Common Stock, par value $0.001 per share	M	1667	—	Acquired	7901	Direct
2017-10-02	Common Stock, par value $0.001 per share	M	10000	—	Acquired	17901	Direct
2017-10-02	Common Stock, par value $0.001 per share	F	5479	$67.78	Disposed	12422	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-02	Restricted Stock Unit	$	M	1667	Disposed		Common Stock, par value $0.001 per share (1667.0)	Direct
2017-10-02	Restricted Stock Unit	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000.0)	Direct

Footnotes

F1: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements upon the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested on October 1, 2017 as originally scheduled, and were settled on October 2, 2017. This is not a discretionary transaction or open market sale.

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 three annual installments of 1,667, 1,667 and 1,666 shares, beginning on October 1, 2016 and continuing on the first and second anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.

F4: The RSUs vest in ten annual installments of 10,000 shares each, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.