XPO, Inc. — Director's Dealing 2019

Oct 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2019-10-01

Reporting Person: Robinson Lance A (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Common Stock, par value $0.001 per share	M	20000	—	Acquired	70605	Direct
2019-10-01	Common Stock, par value $0.001 per share	M	10000	—	Acquired	80605	Direct
2019-10-01	Common Stock, par value $0.001 per share	F	13173	$70.05	Disposed	67432	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Restricted Stock Unit	$	M	10000	Disposed		Common Stock, par value $0.001 per share (10000.0)	Direct
2019-10-01	Restricted Stock Unit	$	M	20000	Disposed		Common Stock, par value $0.001 per share (20000.0)	Direct

Footnotes

F1: 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 Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on October 1, 2019 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 ten equal annual installments of 10,000 shares, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.

F4: On October 1, 2015, the Reporting Person was granted 100,000 unvested performance-based RSUs ("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. 40% of the PRSUs vested on February 19, 2018, and 20% vested on October 1, 2018 and on October 1, 2019 each. 20% of the PRSUs shall vest on October 1, 2020.