XPO, Inc. — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2018-02-19

Reporting Person: Hardig John (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-19	Common Stock, par value $0.001 per share	A	44857	—	Acquired	125606	Direct
2018-02-19	Common Stock, par value $0.001 per share	A	17073	—	Acquired	142679	Direct
2018-02-19	Common Stock, par value $0.001 per share	F	27081	$91.43	Disposed	115598	Direct

Footnotes

F1: On March 14, 2014, the Reporting Person was granted 44,857 unvested performance-based restricted stock units ("PRSUs"), subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On February 19, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such PRSUs has been satisfied and such PRSUs vested in full.

F2: On February 27, 2015, the Reporting Person was granted 17,073 unvested PRSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On February 19, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such PRSUs has been satisfied and such PRSUs vested in full.

F3: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the PRSUs reported on this Form 4. These PRSUs vested and were settled as originally scheduled, and there were no related discretionary transactions or open market sales.