Sec Form 4 Filing - Martell James J @ XPO Logistics, Inc. - 2015-06-15

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Martell James J 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) (Last) (First) (Middle) 825 HIGHLAND LANE #1105 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2015 (Street) ATLANTA, GA30306 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 06/15/2015 M 25,000 A $ 5 76,139 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Director Stock Option (right to buy) $ 5 06/15/2015 M 25,000 ( 1 ) 07/15/2015( 2 ) Common Stock, par value $0.001 per share 25,000 $ 0 0 D Restricted Stock Unit ( 3 ) ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 4,257 4,257 D Restricted Stock Unit ( 3 ) ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 2,500 2,500 D Restricted Stock Unit ( 3 ) ( 6 ) ( 6 ) Common Stock, par value $0.001 per share 2,500 2,500 D Director Stock Option (right to buy) $ 23.19 ( 1 ) 12/12/2023 Common Stock, par value $0.001 per share 8,000 8,000 D Director Stock Option (right to buy) $ 16.74 ( 1 ) 12/11/2022 Common Stock, par value $0.001 per share 8,000 8,000 D Director Stock Option (right to buy) $ 9.28 ( 1 ) 11/21/2021 Common Stock, par value $0.001 per share 8,000 8,000 D Director Stock Option (right to buy) $ 5 ( 1 ) 01/29/2020 Common Stock, par value $0.001 per share 6,250 6,250 D Director Stock Option (right to buy) $ 3.88 ( 1 ) 01/27/2019 Common Stock, par value $0.001 per share 6,250 6,250 D Director Stock Option (right to buy) $ 4.16 ( 1 ) 01/28/2018 Common Stock, par value $0.001 per share 6,250 6,250 D Director Stock Option (right to buy) $ 5.4 ( 1 ) 02/28/2017 Common Stock, par value $0.001 per share 6,250 6,250 D Director Stock Option (right to buy) $ 2.96 ( 1 ) 12/12/2015 Common Stock, par value $0.001 per share 25,000 25,000 D See footnote ( 7 ) $ 7 ( 8 ) 09/02/2011 ( 9 ) Common Stock, par value $0.001 per share 103,571 ( 10 ) 725 D Warrants $ 7 ( 11 ) 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 103,572 ( 12 ) 103,572 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martell James J 825 HIGHLAND LANE #1105 ATLANTA, GA30306 X Signatures /s/ Gordon E. Devens, Attorney-in-Fact 06/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4. ( 2 )The Director Stock Options were scheduled by their original terms to expire on July 15, 2015. The Reporting Person exercised the Director Stock Options by cash payment to the Issuer and retained all underlying shares of Common Stock. ( 3 )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. ( 4 )The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer. ( 5 )The Restricted Stock Units vested in full on January 2, 2015 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election. ( 6 )The Restricted Stock Units vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the reporting person as per the terms of the deferral election. ( 7 )Series A Convertible Perpetual Preferred Stock, par value $0.001 per share. ( 8 )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"). ( 9 )The Series A Convertible Perpetual Preferred Stock has no expiration date. ( 10 )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. ( 11 )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"). ( 12 )Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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