SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Martell James J

(Last)

(First)

(Middle)

314 RINGLING POINT DRIVE

(Street)

SARASOTA

34234

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XPO Logistics, Inc. [ XPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	08/15/2013		P		39,099⁽¹⁾	A	$18.97	51,139	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	2,500		2,500	D
Director Stock Options (right to buy)	$16.74							⁽⁴⁾	12/11/2022	Common Stock, par value $0.001 per share	8,000		8,000	D
Director Stock Options (right to buy)	$9.28							⁽⁵⁾	11/21/2021	Common Stock, par value $0.001 per share	8,000		8,000	D
Director Stock Options (right to buy)	$5							⁽⁵⁾	01/29/2020	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$3.88							⁽⁵⁾	01/27/2019	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$4.16							⁽⁵⁾	01/28/2018	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$5.4							⁽⁵⁾	02/28/2017	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$2.96							⁽⁵⁾	12/12/2015	Common Stock, par value $0.001 per share	25,000		25,000	D
Director Stock Options (right to buy)	$5							⁽⁵⁾	07/15/2015	Common Stock, par value $0.001 per share	25,000		25,000	D
See footnote⁽⁶⁾	$7⁽⁷⁾							09/02/2011	⁽⁸⁾	Common Stock, par value $0.001 per share	103,571⁽⁹⁾		725	D
Warrants	$7⁽¹⁰⁾							09/02/2011	09/02/2021	Common Stock, par value $0.001 per share	103,572⁽¹¹⁾		103,572	D

Explanation of Responses:

1. These shares were purchased pursuant to a subscription agreement with the Issuer, dated July 12, 2013, which closed on August 15, 2013. These shares are restricted for resale by Mr. Martell until September 2, 2016.

2. Each Restricted Stock Unit 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.

3. The Restricted Stock Units shall vest on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.

4. The Director Stock Options shall vest and become exercisable on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.

5. The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.

6. Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.

7. The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").

8. The Series A Convertible Perpetual Preferred Stock has no expiration date.

9. Represents 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

10. The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").

11. Represents shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate.

	/s/ Gordon E. Devens, Attorney in Fact	08/16/2013
	** Signature of Reporting Person	Date
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