XPO, Inc. — Director's Dealing 2020

Mar 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2020-03-18

Reporting Person: Spruce House Partnership LLC (10% Owner)
Reporting Person: SPRUCE HOUSE PARTNERSHIP (AI) LP (10% Owner)
Reporting Person: Spruce House Partnership (QP) LP (10% Owner)
Reporting Person: Spruce House Capital LLC (10% Owner)
Reporting Person: Sternberg Zachary (10% Owner)
Reporting Person: Stein Benjamin Forester (10% Owner)
Reporting Person: SPRUCE HOUSE INVESTMENT MANAGEMENT LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-18	Common stock, par value $0.001 per share	S	663760	$44.59	Disposed	11186240	Direct

Footnotes

F1: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.