XPO, Inc. — Director's Dealing 2018

Jan 3, 2018

SEC Form 4/A — Form 4/A

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2018-01-02

Reporting Person: DeJoy Louis (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-02	Common Stock, par value $0.001 per share	A	7957	—	Acquired	456979	Direct
2018-01-02	Common Stock, par value $0.001 per share	F	2689	$91.59	Disposed	454290	Direct
2018-01-03	Common Stock, par value $0.001 per share	M	3970	—	Acquired	458260	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-03	Restricted Stock Unit	$	M	3970	Disposed		Common Stock, par value $0.001 per share (3970.0)	Direct
2018-01-02	Restricted Stock Unit	$	A	2071	Acquired		Common Stock, par value $0.001 per share (2071.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	192086	Indirect

Footnotes

F1: The shares of Common Stock were issued to the Reporting Person pursuant to the Retirement and Release Agreement dated December 7, 2015 between the Issuer and the Reporting Person ("Retirement Agreement").

F2: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements attributable to issuance of stock under the Retirement Agreement. This is not a discretionary transaction or open market sale.

F3: The Louis DeJoy Family Partnership, LLC is the direct beneficial owner of these securities. Louis DeJoy is the Managing Member of The Louis DeJoy Family Partnership, LLC.

F4: 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.

F5: The RSUs vested in full on January 3, 2018.

F6: The RSUs shall vest on January 2, 2019, subject to the Reporting Person's continued service as a director of the Issuer.