XPO, Inc. — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2021-03-02

Reporting Person: Wyshner David B (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-02	Common Stock, par value $0.001 per share	M	8773	—	Acquired	10275	Direct
2021-03-02	Common Stock, par value $0.001 per share	F	4082	$119.84	Disposed	6193	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-02	Restricted Stock Unit	$	M	8773	Disposed		Common Stock, par value $0.001 per share (8773.0)	Direct

Footnotes

F1: Includes two shares of Common Stock previously held in a managed account which were distributed to the Reporting Person and are now owned directly.

F2: 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 March 2, 2021 as originally scheduled, and there were no related discretionary transactions or open market sales.

F3: 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.

F4: The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.