XPO, Inc. — Director's Dealing 2020

Dec 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2020-12-29

Reporting Person: Papastavrou Jason D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-29	Common Stock, par value $0.001 per share	M	8000	$9.28	Acquired	25124	Direct
2020-12-29	Common Stock, par value $0.001 per share	M	8000	$16.74	Acquired	33124	Direct
2020-12-29	Common Stock, par value $0.001 per share	M	8000	$23.19	Acquired	41124	Direct
2020-12-29	Common Stock, par value $0.001 per share	F	3360	$117.22	Disposed	37764	Direct
2020-12-30	Common Stock, par value $0.001 per share	A	92857	—	Acquired	130621	Indirect
2020-12-30	Common Stock, par value $0.001 per share	A	87351	—	Acquired	217972	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-29	Director Stock Option (right to buy)	$23.19	M	8000	Disposed	2023-12-12	Common Stock, par value $0.001 per share (8000.0)	Direct
2020-12-29	Director Stock Option (right to buy)	$16.74	M	8000	Disposed	2022-12-11	Common Stock, par value $0.001 per share (8000.0)	Direct
2020-12-29	Director Stock Option (right to buy)	$9.28	M	8000	Disposed	2021-11-21	Common Stock, par value $0.001 per share (8000.0)	Direct
2020-12-30	See footnote	$7.0	D	650	Disposed		Common Stock, par value $0.001 per share (92857.0)	Indirect
2020-12-30	Warrants	$7.0	D	92857	Disposed	2021-09-02	Common Stock, par value $0.001 per share (92857.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (2392.0)	2392	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (2071.0)	2071	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (3970.0)	3970	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (6501.0)	6501	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (4257.0)	4257	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (2500.0)	2500	Direct

Footnotes

F1: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.

F2: Springer Wealth Management, LLC exchanged 650 shares of Series A Convertible Perpetual Preferred Stock for 92,857 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and Springer Wealth Management, LLC.

F3: Springer Wealth Management LLC is the direct beneficial owner of these securities. Jason D. Papastavrou is the owner of 100% of the equity interests of Springer Wealth Management LLC.

F4: Springer Wealth Management, LLC exchanged 92,857 Warrants for 87,351 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and Springer Wealth Management, LLC.

F5: Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

F6: The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").

F7: The Series A Convertible Perpetual Preferred Stock has no expiration date.

F8: Represents 92,857 shares of Common Stock initially issuable upon conversion of 650 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

F9: The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").

F10: Represents 92,857 shares of Common Stock initially issuable upon the exercise of 92,857 Warrants, subject to adjustment as set forth in the Warrant Certificate.

F11: 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.

F12: The RSUs shall vest in full on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F13: The RSUs vested in full on January 2, 2019 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

F14: The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

F15: The RSUs vested in full on January 4, 2017 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

F16: The RSUs vested in full on January 2, 2016 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

F17: The RSUs vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election.