XPO

SEC source: 0001166003-20-000068 · wf-form4_160938333088589.xml · nonDerivative · entry 2

Cooper Troy A. · CIK 0001601131 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 155,869

F1 · kind: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price and tax liability attributable to the exercise of the Employee Stock Options reported on this Form 4. The Employee Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.

F1 · acquired: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price and tax liability attributable to the exercise of the Employee Stock Options reported on this Form 4. The Employee Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.

SEC source: 0001166003-20-000068 · wf-form4_160938333088589.xml · nonDerivative · entry 1

Cooper Troy A. · CIK 0001601131 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 168,396

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950142-20-002928 · es200122571_4-xpo.xml · derivative · entry 2

Jacobs Private Equity, LLC · CIK 0001523994 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 9,642,857 shares

Expires not disclosed

F1 · security: Series A Convertible Perpetual Preferred Stock, $0.001 par value per share.

F2 · shares: No shares were sold by the Reporting Person. On December 30, 2020, pursuant to an agreement with XPO Logistics, Inc., the Reporting Person exchanged 67,500 shares of Series A Convertible Perpetual Preferred Stock for 9,642,857 shares of common stock, par value $0.001 per share (which is the number of shares of common stock into which such preferred stock was convertible as of such date) and $21,600,000 in cash.

F3 · derivative.expiration_date: The Series A Convertible Perpetual Preferred Stock has no expiration date.

SEC source: 0000950142-20-002928 · es200122571_4-xpo.xml · nonDerivative · entry 1

Jacobs Private Equity, LLC · CIK 0001523994 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,642,857

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · derivative · entry 15

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 8,000 shares

Expires 2021-11-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · derivative · entry 14

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 8,000 shares

Expires 2022-12-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · derivative · entry 13

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 8,000 shares

Expires 2023-12-12

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · nonDerivative · entry 4

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 57,147

F2 · kind: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.

F2 · acquired: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.

F1 · ownership.direct: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · nonDerivative · entry 3

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,507

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · nonDerivative · entry 2

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,507

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

SEC source: 0001166003-20-000077 · wf-form4_160942290434633.xml · nonDerivative · entry 1

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,507

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

SEC source: 0001166003-20-000051 · wf-form4_160193165023965.xml · derivative · entry 5

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 20,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: 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.

F4 · derivative.exercise_date: On October 1, 2015, the Reporting Person was granted 100,000 unvested performance-based RSUs ("PRSUs"), subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On February 19, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such PRSUs has been satisfied. 40% of the PRSUs vested on February 19, 2018, and 20% vested on October 1, 2018, October 1, 2019 and October 1, 2020 each.

F4 · derivative.expiration_date: On October 1, 2015, the Reporting Person was granted 100,000 unvested performance-based RSUs ("PRSUs"), subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On February 19, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such PRSUs has been satisfied. 40% of the PRSUs vested on February 19, 2018, and 20% vested on October 1, 2018, October 1, 2019 and October 1, 2020 each.

SEC source: 0001166003-20-000051 · wf-form4_160193165023965.xml · derivative · entry 4

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,000

Underlying: Common Stock, par value $0.001 per share · 10,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: 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 · derivative.exercise_date: The RSUs vest in ten equal annual installments of 10,000 shares, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

F3 · derivative.expiration_date: The RSUs vest in ten equal annual installments of 10,000 shares, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

SEC source: 0001166003-20-000051 · wf-form4_160193165023965.xml · nonDerivative · entry 3

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 70,546

F1 · kind: 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 on October 1, 2020 as originally scheduled, and there were no related discretionary transactions or open market sales.

F1 · acquired: 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 on October 1, 2020 as originally scheduled, and there were no related discretionary transactions or open market sales.

SEC source: 0001166003-20-000051 · wf-form4_160193165023965.xml · nonDerivative · entry 2

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,237

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000051 · wf-form4_160193165023965.xml · nonDerivative · entry 1

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,237

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000049 · wf-form4_159717988287214.xml · nonDerivative · entry 3

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 55,237

F3 · price: This transaction was executed in multiple trades at prices ranging from $82.7650 to $82.8150. 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.

SEC source: 0001166003-20-000049 · wf-form4_159717988287214.xml · nonDerivative · entry 2

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,537

F2 · price: This transaction was executed in multiple trades at prices ranging from $81.7400 to $82.7000. 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.

SEC source: 0001166003-20-000049 · wf-form4_159717988287214.xml · nonDerivative · entry 1

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,337

F1 · price: This transaction was executed in multiple trades at prices ranging from $80.6900 to $81.6400. 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.

SEC source: 0001166003-20-000043 · wf-form4_159251383458194.xml · derivative · entry 1

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,529

Underlying: Common Stock, par value $0.001 per share · 9,529 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs vest in full on the second anniversary of the Grant Date, generally subject to the Reporting Person's continued employment with the Issuer through the vesting date.

F2 · derivative.expiration_date: The RSUs vest in full on the second anniversary of the Grant Date, generally subject to the Reporting Person's continued employment with the Issuer through the vesting date.

SEC source: 0001166003-20-000041 · wf-form4_158940485932230.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,500

SEC source: 0001493152-20-005634 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,090,601

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-008121 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,060,601

F1 · balance_after: The original Form 4 filed on April 1, 2020 is amended by this Form 4 amendment to correctly reflect the amount of securities beneficially owned by the Reporting Persons'. No other changes have been made to the original Form 4.

F2 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F3 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-004822 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,275,701

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-004736 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,623,501

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-004635 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,775,701

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-004550 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,342,687

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-004453 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,186,240

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001166003-20-000034 · wf-form4_158327573127656.xml · derivative · entry 1

Wyshner David B · CIK 0001314584 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,319

Underlying: Common Stock, par value $0.001 per share · 26,319 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.

F2 · derivative.expiration_date: The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.

SEC source: 0001166003-20-000023 · wf-form4_158085851084954.xml · derivative · entry 1

Rogers Kurt · CIK 0001469522 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,175

Underlying: Common Stock, par value $0.001 per share · 22,175 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs vest in equal installments on the first four anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

F2 · derivative.expiration_date: The RSUs vest in equal installments on the first four anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

SEC source: 0001166003-20-000018 · wf-form4_157930124017483.xml · derivative · entry 1

Robinson Lance A · CIK 0001654704 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,928

Underlying: Common Stock, par value $0.001 per share · 6,928 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.

F2 · derivative.expiration_date: The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.

SEC source: 0001166003-20-000010 · wf-form4_157834913099482.xml · derivative · entry 3

Colucci Marlene M · CIK 0001767492 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 2,637 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: The RSUs vested in full on January 2, 2020.

F3 · derivative.expiration_date: The RSUs vested in full on January 2, 2020.

SEC source: 0001166003-20-000010 · wf-form4_157834913099482.xml · derivative · entry 2

Colucci Marlene M · CIK 0001767492 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000010 · wf-form4_157834913099482.xml · nonDerivative · entry 1

Colucci Marlene M · CIK 0001767492 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,637

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000011 · wf-form4_157834916830304.xml · derivative · entry 8

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 3,249 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_price: 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.

F9 · derivative.exercise_date: The RSUs vested in full on January 2, 2020.

F9 · derivative.expiration_date: The RSUs vested in full on January 2, 2020.

SEC source: 0001166003-20-000011 · wf-form4_157834916830304.xml · derivative · entry 7

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F7 · derivative.exercise_price: 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.

F8 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F8 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000011 · wf-form4_157834916830304.xml · nonDerivative · entry 1

JESSELSON MICHAEL G · CIK 0000945191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,507

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.

SEC source: 0001166003-20-000015 · wf-form4_157834933657922.xml · derivative · entry 2

SHAFFER OREN · CIK 0001241850 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000014 · wf-form4_157834929519895.xml · derivative · entry 3

Papastavrou Jason D · CIK 0001329290 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 3,249 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: The RSUs vested in full on January 2, 2020.

F3 · derivative.expiration_date: The RSUs vested in full on January 2, 2020.

SEC source: 0001166003-20-000014 · wf-form4_157834929519895.xml · derivative · entry 2

Papastavrou Jason D · CIK 0001329290 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000014 · wf-form4_157834929519895.xml · nonDerivative · entry 1

Papastavrou Jason D · CIK 0001329290 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,124

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001166003-20-000016 · wf-form4_157834940101437.xml · derivative · entry 2

DeSalva AnnaMaria · CIK 0001717049 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000013 · wf-form4_157834925257915.xml · derivative · entry 2

Kingshott Adrian · CIK 0001328736 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000009 · wf-form4_157834907943260.xml · derivative · entry 1

Ashe Gena L · CIK 0001669943 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000012 · wf-form4_157834920688372.xml · derivative · entry 3

Kekedjian Aris · CIK 0001791118 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 570 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: The RSUs vested in full on January 2, 2020.

F3 · derivative.expiration_date: The RSUs vested in full on January 2, 2020.

SEC source: 0001166003-20-000012 · wf-form4_157834920688372.xml · derivative · entry 2

Kekedjian Aris · CIK 0001791118 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,392

Underlying: Common Stock, par value $0.001 per share · 2,392 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001166003-20-000012 · wf-form4_157834920688372.xml · nonDerivative · entry 1

Kekedjian Aris · CIK 0001791118 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 570

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001493152-19-017867 · ownership.xml · nonDerivative · entry 3

SPRUCE HOUSE PARTNERSHIP LP · CIK 0001389653 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,850,000

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Fund, except to the extent of his or its pecuniary interest therein. The Fund, Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-19-017867 · ownership.xml · nonDerivative · entry 2

SPRUCE HOUSE PARTNERSHIP LP · CIK 0001389653 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,000,000

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Fund, except to the extent of his or its pecuniary interest therein. The Fund, Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-19-017867 · ownership.xml · nonDerivative · entry 1

SPRUCE HOUSE PARTNERSHIP LP · CIK 0001389653 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,250,000

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Fund, except to the extent of his or its pecuniary interest therein. The Fund, Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.