Sec Form 4 Filing - JESSELSON MICHAEL G @ 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 JESSELSON MICHAEL G 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, INC., 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 33,258 ( 1 ) D Common Stock, par value $0.001 per share 12,000 I See footnote ( 2 ) Common Stock, par value $0.001 per share 12,000 I See footnote ( 3 ) Common Stock, par value $0.001 per share 12,000 I See footnote ( 4 ) Common Stock, par value $0.001 per share 10,000 I See footnote ( 5 ) Common Stock, par value $0.001 per share 10,000 I See footnote ( 6 )

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 ( 7 ) 01/02/2018 A 2,071 ( 8 ) ( 8 ) Common Stock, par value $0.001 per share 2,071 $ 0 2,071 D Restricted Stock Unit ( 7 ) ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 3,970 3,970 D Director Stock Option (right to buy) $ 23.19 01/02/2015 12/12/2023 Common Stock, par value $0.001 per share 8,000 8,000 D Director Stock Option (right to buy) $ 16.74 12/11/2013 12/11/2022 Common Stock, par value $0.001 per share 8,000 8,000 D Director Stock Option (right to buy) $ 9.28 09/02/2012 11/21/2021 Common Stock, par value $0.001 per share 8,000 8,000 D See footnote ( 10 ) $ 7 ( 11 ) 09/02/2011 ( 12 ) Common Stock, par value $0.001 per share 103,570 725 I See footnote ( 13 ) Warrants $ 7 ( 14 ) 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 103,572 ( 15 ) 103,572 I See footnote ( 13 ) Warrants $ 7 ( 14 ) 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 21,322 ( 16 ) 21,322 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JESSELSON MICHAEL G C/O XPO LOGISTICS, INC. 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 )15,000 of these securities are held in an individual retirement account of Mic hael G. Jesselson. ( 2 )These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. ( 3 )These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee ( 4 )These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. ( 5 )These securities are held by Michael G. Jesselson and Linda Jesselson Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson. Michael G. Jesselson is a trustee of the trust. ( 6 )Michael G. Jesselson's spouse is the direct beneficial owner of these securities. ( 7 )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. ( 8 )The RSUs shall vest on January 2, 2019, subject to the Reporting Person's continued service as a director of the Issuer. ( 9 )The RSUs vested in full on January 3, 2018 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. ( 10 )Series A Convertible Perpetual Preferred Stock, par value $0.001 per share. ( 11 )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"). ( 12 )The Series A Convertible Perpetual Preferred Stock has no expiration date. ( 13 )The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts. ( 14 )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"). ( 15 )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. ( 16 )Represents 21,322 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate.

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).

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