Lance A. Robinson - Jan 15, 2022 Form 4 Insider Report for XPO Logistics, Inc. (XPO)

Role: Chief Accounting Officer
Signature: /s/ Riina Tohvert, Attorney-in-Fact
Stock symbol: XPO
Transactions as of: Jan 15, 2022
Transactions value $: -$141,031
Form type: 4
Date filed: 1/19/2022, 03:31 PM
Previous filing: Oct 5, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPO	Common Stock, par value $0.001 per share	Options Exercise	$0	+3.82K	+5.42%	$0.00	74.2K	Jan 15, 2022	Direct
transaction	XPO	Common Stock, par value $0.001 per share	Tax liability	-$141K	-2K	-2.7%	$70.41	72.2K	Jan 15, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	XPO	Restricted Stock Unit	Options Exercise	$0	-3.82K	-50.01%	$0.00	3.82K	Jan 15, 2022	Common Stock, par value $0.001 per share	3.82K		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 as originally scheduled, and there were no related discretionary transactions or open market sales.
F2	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.
F3	Reflects previously granted RSUs with adjustments to the number of shares of Common Stock underlying such RSUs to maintain the economic value of the shares of Common Stock underlying the RSUs prior to the Issuer's spin-off of its logistics segment on August 2, 2021 (the "Spin-off"). These previously granted RSUs have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off.
F4	50% of these RSUs vest on January 15, 2022 and 50% on January 15, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.