XPO, Inc. — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2021-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-23	Common Stock, par value $0.001 per share	A	9071162	$0.00	Acquired	18714019	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-23	Warrants	$7	D	9642857	Disposed	2021-09-02	Common Stock, par value $0.001 per share (9642857)	Direct

Footnotes

F1: On February 23, 2021, the Reporting Person exchanged 9,642,857 warrants that were otherwise due to expire on September 2, 2021, for 9,071,162 shares of common stock, par value $0.001 per share (the "Shares"), of XPO Logistics, Inc. in a cashless exchange pursuant to an agreement with XPO Logistics, Inc. dated December 30, 2020. No Shares were sold by the Reporting Person in connection with the transaction.

F2: The initial exercise price of the warrants was $7 per Share, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to XPO Logistics, Inc.'s Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").

F3: Represents 9,642,857 Shares initially issuable upon the exercise of 9,642,857 warrants, subject to adjustment as set forth in the Warrant Certificate.