Sec Form 4 Filing - DeJoy Louis @ XPO Logistics, Inc. - 2018-01-02

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 DeJoy Louis 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) C/O XPO LOGISTICS, 5 AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2018 (Street) GREENWICH, CT06831 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 01/02/2018 A( 1 ) 7,957 A $ 0 456,979 D Common Stock, par value $0.001 per share 01/02/2018 F( 2 ) 2,689 D ( 2 ) $ 0 454,290 D Common Stock, par value $0.001 per share 01/03/2018 M 3,970 A $ 0 458,260 D Common Stock, par value $0.001 per share 192,086 I See footnote ( 3 )

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 Restricted Stock Unit ( 4 ) 01/03/2018 M 3,970 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 3,970 $ 0 0 D Restricted Stock Unit ( 4 ) 01/02/2018 A 2,071 ( 6 ) ( 6 ) Common Stock, par value $0.001 per share 2,071 $ 0 2,071 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeJoy Louis C/O XPO LOGISTICS 5 AMERICAN LANE GREENWICH, CT06831 X Signatures /s/ Karlis P. Kirsis, Attorney-in-Fact 01/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock were issued to the Reporting Person pursuant to the Retirement and Release Agreement dated December 7, 2015 between the Issuer and the Reporting Person ("Retirement Agreement"). ( 2 )No shares were sold by the Reporting Person. These shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements attributable to issuance of stock under the Retirement Agreement. This is not a discretionary transaction or open market sale. ( 3 )The Louis DeJoy Family Partnership, LLC is the direct beneficial owner of these securities. Louis DeJoy is the Managing Member of The Louis DeJoy Family Partnership, LLC. ( 4 )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. ( 5 )The RSUs vested in full on January 3, 2018. ( 6 )The RSUs shall vest on January 2, 2019, subject to the Reporting Person's continued service as a director of the Issuer.

Remarks: See Exhibit 24, Power of Attorney, attached.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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