Sec Form 4 Filing - Robinson Lance A @ XPO Logistics, Inc. - 2018-10-01

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 Robinson Lance A 2. Issuer Name and Ticker or Trading Symbol XPO Logistics, Inc. [ XPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O XPO LOGISTICS, INC., 5 AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (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 10/01/2018 M 1,666 A $ 0 36,112 D Common Stock, par value $0.001 per share 10/01/2018 M 10,000 A $ 0 46,112 D Common Stock, par value $0.001 per share 10/01/2018 M 20,000 A $ 0 66,112 D Common Stock, par value $0.001 per share 10/01/2018 F( 1 ) 15,507 D ( 1 ) $ 113.27 50,605 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 Restricted Stock Unit ( 2 ) 10/01/2018 M 1,666 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 1,666 $ 0 0 D Restricted Stock Unit ( 2 ) 10/01/2018 M 10,000 ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 10,000 $ 0 70,000 D Restricted Stock Unit ( 2 ) 10/01/2018 M 20,000 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 20,000 $ 0 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robinson Lance A C/O XPO LOGISTICS, INC. 5 AMERICAN LANE GREENWICH, CT06831 Chief Accounting Officer Signatures /s/ Karlis P. Kirsis, Attorney-in-Fact 10/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, 2018, as originally scheduled, and there were no related discretionary transactions or open market sales. ( 2 )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. ( 3 )The RSUs vest in three equal annual installments, beginning on October 1, 2016 and continuing on the first and second anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer. ( 4 )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, subject to the Reporting Person's continued employment with the Issuer. ( 5 )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. 20% of the PRSUs will vest on October 1, 2019 and October 1, 2020 each.

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

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