XPO, Inc. — Director's Dealing 2021

May 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2021-05-12

Reporting Person: Jacobs Private Equity, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-12	Common Stock, par value $0.001 per share	S	14621	$140.11	Disposed	18340730	Direct
2021-05-12	Common Stock, par value $0.001 per share	S	16350	$141.24	Disposed	18324380	Direct
2021-05-12	Common Stock, par value $0.001 per share	S	7188	$142.19	Disposed	18317192	Direct
2021-05-12	Common Stock, par value $0.001 per share	S	2710	$143.15	Disposed	18314482	Direct
2021-05-12	Common Stock, par value $0.001 per share	S	10701	$144.39	Disposed	18303781	Direct
2021-05-12	Common Stock, par value $0.001 per share	S	6000	$145.11	Disposed	18297781	Direct
2021-05-12	Common Stock, par value $0.001 per share	S	3300	$146.28	Disposed	18294481	Direct
2021-05-13	Common Stock, par value $0.001 per share	S	3300	$142.00	Disposed	18291181	Direct
2021-05-13	Common Stock, par value $0.001 per share	S	30292	$142.98	Disposed	18260889	Direct
2021-05-13	Common Stock, par value $0.001 per share	S	15126	$143.68	Disposed	18245763	Direct
2021-05-13	Common Stock, par value $0.001 per share	S	3645	$144.50	Disposed	18242118	Direct
2021-05-14	Common Stock, par value $0.001 per share	S	3100	$143.15	Disposed	18239018	Direct
2021-05-14	Common Stock, par value $0.001 per share	S	6398	$144.27	Disposed	18232620	Direct
2021-05-14	Common Stock, par value $0.001 per share	S	11323	$145.14	Disposed	18221297	Direct
2021-05-14	Common Stock, par value $0.001 per share	S	10942	$145.84	Disposed	18210355	Direct

Footnotes

F1: The sales reported in this Form 4 were made pursuant to a selling plan of the Reporting Person that is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold by the Reporting Person for tax and estate planning purposes.

F2: The Reporting Person sold 14,621 shares of common stock, par value $0.001 per share (the "Common Stock"), of XPO Logistics, Inc. (the "Issuer") in multiple trades at prices ranging from $139.75 to $140.73 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F3: The Reporting Person sold 16,350 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $140.75 to $141.73 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F4: The Reporting Person sold 7,188 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $141.75 to $142.74 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F5: The Reporting Person sold 2,710 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $142.75 to $143.69 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F6: The Reporting Person sold 10,701 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $143.80 to $144.79 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F7: The Reporting Person sold 6,000 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $144.80 to $145.67 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F8: The Reporting Person sold 3,300 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $145.81 to $146.72 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F9: The Reporting Person sold 3,300 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $141.32 to $142.31 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F10: The Reporting Person sold 30,292 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $142.32 to $143.31 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F11: The Reporting Person sold 15,126 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $143.32 to $144.31 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F12: The Reporting Person sold 3,645 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $144.32 to $144.75 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F13: The Reporting Person sold 3,100 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $142.57 to $143.56 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F14: The Reporting Person sold 6,398 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $143.59 to $144.58 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F15: The Reporting Person sold 11,323 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $144.59 to $145.58 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

F16: The Reporting Person sold 10,942 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $145.59 to $146.20 per share. The price reported above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.