XPO, Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO Logistics, Inc. (XPO)
CIK: 0001166003
Period of Report: 2020-12-31

Reporting Person: JESSELSON MICHAEL G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock, par value $0.001 per share	G	18258	—	Disposed	38889	Direct
2021-01-04	Common Stock, par value $0.001 per share	M	2392	—	Acquired	41281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-04	Restricted Stock Unit	$	A	1604	Acquired		Common Stock, par value $0.001 per share (1604.0)	Direct
2021-01-04	Restricted Stock Unit	$	M	2392	Disposed		Common Stock, par value $0.001 per share (2392.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	201001	Indirect
Common Stock, par value $0.001 per share	10000	Indirect
Common Stock, par value $0.001 per share	12000	Indirect
Common Stock, par value $0.001 per share	12000	Indirect
Common Stock, par value $0.001 per share	12000	Indirect
Common Stock, par value $0.001 per share	30057	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: On December 31, 2020, Michael Jesselson transferred 18,258 shares of Common Stock directly held by him to a limited liability company owned entirely by four trusts of which his four children are the beneficiaries. Mr. Jesselson does not manage the limited liability company and does not serve as the trustee of any of the trusts, and he disclaims beneficial ownership of these shares.

F2: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

F3: 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.

F4: Michael G. Jesselson's spouse is the direct beneficial owner of these securities.

F5: These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

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

F7: These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

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: 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.

F10: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued service as a director of the Issuer.

F11: The RSUs vested in full on January 4, 2021.

F12: 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.

F13: 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.