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: BRADLEY S JACOBS (Director, Chief Executive Officer, 10% Owner)

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	250000	$9.28	Acquired	513887	Direct
2020-12-29	Common Stock, par value $0.001 per share	F	126471	$117.22	Disposed	387416	Direct
2020-12-30	Common Stock, par value $0.001 per share	A	9642857	—	Acquired	9642857	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-29	Employee Stock Option (right to buy)	$9.28	M	250000	Disposed	2021-11-21	Common Stock, par value $0.001 per share (250000.0)	Direct
2020-12-29	See footnote	$7.0	D	67500	Disposed		Common Stock, par value $0.001 per share (67500.0)	Indirect

Footnotes

F1: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price and tax liability attributable to the exercise of the Employee Stock Options reported on this Form 4. The Employee 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: Jacobs Private Equity, LLC exchanged 67,500 shares of Series A Convertible Perpetual Preferred Stock for 9,642,857 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and Jacobs Private Equity, LLC.

F3: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Bradley S. Jacobs is the Managing Member of Jacobs Private Equity, LLC.

F4: The Employee Stock Options vested in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof. The Employee Stock Options were due to expire on November 21, 2021.

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 9,642,857 shares of Common Stock initially issuable upon conversion of 67,500 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.