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Filing Details

Accession Number:: 0001182489-13-000789
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-09-04 17:30:43
Reporting Period:: 2012-08-20

Filing Date:: 2013-09-04
Accepted Time:: 2013-09-04 17:30:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1166003	Xpo Logistics Inc.	XPO	Transportation Services (4700)	030450326

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1534191	Sean M Fernandez	C/O Xpo Logistics, Inc. 5 Greenwich Office Park Greenwich CT 06831	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.001 Per Share	Acquisiton	2013-09-02	30,000	$0.00	59,625	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2013-09-02	9,511	$22.96	50,114	No	4	F	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2013-09-04	5,379	$22.85	44,735	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.001 Per Share	Restricted Stock Unit	Acquisiton	2012-08-20	95,000	$0.00	95,000	$0.00
Common Stock, Par Value $0.001 Per Share	Restricted Stock Unit	Disposition	2013-09-02	30,000	$0.00	30,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
150,000			No	4	A	Direct
90,000			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	13,500	Indirect	By spouse
Common Stock, Par Value $0.001 Per Share	2,290	Indirect	See footnote
Common Stock, Par Value $0.001 Per Share	2,300	Indirect	See footnote

Footnotes

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.
These shares of Common Stock were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.
These shares were sold to fund tax liability attributable to the related vesting and settlement of RSUs.
These shares are held in the Reporting Person's daughters' Uniform Transfer to Minors Act (UTMA) accounts, of which the Reporting Person's spouse is the custodian.
On November 7, 2011, the Reporting Person was granted 95,000 unvested RSUs, subject to the Company's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On August 20, 2012, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied; such RSUs thereafter vested as follows: the first installment of 25,000 of such RSUs vested and was settled on September 2, 2012 (which transaction was previously reported as an acquisition of Common Stock on a Form 4 filed September 5, 2012); the second installment of 17,500 vested and was settled on September 2, 2013 and is reported herein, and 17,500 of such RSUs shall vest and be settled on each of September 2, 2014, 2015 and 2016, subject to the Reporting Person's continued employment with the Issuer.
The RSUs vest and are settled as follows: 30,000 RSUs vested and were settled on September 2, 2012, and 30,000 RSUs vest and shall be settled on each of the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
For clarity, the number of RSUs reported as being owned by the Reporting Person following such August 20, 2012 acquisition includes 55,000 other RSUs that were then held by the Reporting Person, 17,500 of which have subsequently vested and been settled for shares of Common Stock, including 12,500 that vested and were settled for shares of Common Stock on September 2, 2013 as reported herein.