XPO, Inc. — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2021-02-18

Reporting Person: JESSELSON MICHAEL G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-18	Common Stock, par value $0.001 per share	S	10000	$118	Disposed	31281	Direct
2021-02-18	Common Stock, par value $0.001 per share	S	4000	$118	Disposed	6000	Indirect
2021-02-18	Common Stock, par value $0.001 per share	S	4000	$118	Disposed	8000	Indirect
2021-02-18	Common Stock, par value $0.001 per share	S	4000	$118.10	Disposed	8000	Indirect
2021-02-18	Common Stock, par value $0.001 per share	S	9000	$118	Disposed	21057	Indirect
2021-02-19	Common Stock, par value $0.001 per share	S	4000	$119.53	Disposed	8000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	201001	Indirect
Common Stock, par value $0.001 per share	8000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (1604.0)	1604	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (2071.0)	2071	Direct
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (3970.0)	3970	Direct

Footnotes

F1: 5,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

F2: This transaction was executed in multiple trades at prices ranging from $118.00 to $118.01. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which each transaction was effected.

F3: Michael G. Jesselson's spouse is the direct beneficial owner of these securities.

F4: These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee

F5: This transaction was executed in multiple trades at prices ranging from $118.00 to $118.14. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which each transaction was effected.

F6: These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

F7: This transaction was executed in multiple trades at prices ranging from $118.00 to $118.11. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which each transaction was effected.

F8: The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust.

F9: These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

F10: The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.

F11: Each Restricted Stock Unit ("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.

F12: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued service as a director of the Issuer.

F13: The RSUs vested in full on January 2, 2019 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

F14: The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.