X0306 4 2015-09-08 0 0001166003 XPO Logistics, Inc. XPO 0001396318 PUBLIC SECTOR PENSION INVESTMENT BOARD 1250 RENE-LEVESQUE BLVD WEST SUITE 900 MONTREAL A8 H3B 4W8 QUEBEC, CANADA 0 0 1 0 Common Stock 2015-09-08 4 C 0 992111 45 A 13637746 D Series C Convertible Perpetual Preferred Stock 45 2015-09-08 4 C 0 44645 0 D Common Stock 992111 0 D The initial conversion price of the Series C Convertible Perpetual Preferred Stock (the "Series C Preferred Stock") is $45 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series C Convertible Perpetual Preferred Stock, included in Exhibit 4.1 to the Issuer's Report on Form 8-K filed with the SEC on June 1, 2015 (the "Certificate of Designation"). The Series C Preferred Stock has no expiration date and automatically converts into Common Stock on the date of stockholder approval of the Issuer's proposal to issue Common Stock upon conversion of the Series C Preferred Stock. Shares of Common Stock initially issuable upon conversion of Series C Preferred Stock, subject to adjustment as set forth in the Certificate of Designation. /s/ France-Anne Fortin 2015-09-09