XPO, Inc. — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2021-10-01

Reporting Person: Robinson Lance A (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Common Stock, par value $0.001 per share	M	16521	—	Acquired	79178	Direct
2021-10-01	Common Stock, par value $0.001 per share	F	8778	$80.85	Disposed	70400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Restricted Stock Unit	$	M	16521	Disposed		Common Stock, par value $0.001 per share (16521.0)	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, 2021 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: Reflects previously granted RSUs with adjustments to the number of shares of Common Stock underlying such RSUs to maintain the economic value of the shares of Common Stock underlying the RSUs prior to the Issuer's spin-off of its logistics segment on August 2, 2021 (the "Spin-off"). These previously granted RSUs have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off.

F4: The RSUs vest in ten equal annual installments, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.