Sec Form 4 Filing - Hardig John @ XPO Logistics, Inc. - 2012-08-20

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 Hardig John 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 Financial Officer (Last) (First) (Middle) C/O XPO LOGISTICS, INC., 5 GREENWICH OFFICE PARK 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2012 (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 09/02/2013 M 27,000 A 45,900 D Common Stock, par value $0.001 per share 09/02/2013 F( 2 ) 8,559 D $ 22.96 37,341 D Common Stock, par value $0.001 per share 09/04/2013 S( 3 ) 3,056 D $ 22.85 34,285 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 ( 1 ) 08/20/2012 A 85,000 ( 4 ) ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 85,000 $ 0 135,000 ( 6 ) D Restricted Stock Unit ( 1 ) 09/02/2013 M 27,000 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 27,000 $ 0 81,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hardig John C/O XPO LOGISTICS, INC. 5 GREENWICH OFFICE PARK GREENWICH, CT06831 Chief Financial Officer Signatures Gordon E. Devens, Attorney in Fact 09/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )These shares of Common Stock were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. ( 3 )These shares were sold to fund tax liability attributable to the related vesting and settlement of RSUs. ( 4 )On February 13, 2012, the Reporting Person was granted 85,000 unvested RSUs, subject to the Company's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On August 20, 2012, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied; such RSUs thereafter vested as follows: the first installment of 17,000 of such RSUs vested and was settled on September 2, 2012 (which transaction was previously reported as an acquisition of Common Stock on a Form 4 filed September 5, 2012); the second installment of 17,000 vested and was settled on September 2, 2013 and is reported herein, and 17,000 of such RSUs shall vest and be settled on each of September 2, 2014, 2015 and 2016, subject to the Reporting Person's continued employment with the Issuer. ( 5 )The RSUs vest and are settled as follows: 27,000 RSUs vested and were settled on September 2, 2012, and 27,000 RSUs vest and shall be settled on each of the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer. ( 6 )For clarity, the number of RSUs reported as being owned by the Reporting Person following such August 20, 2012 acquisition includes 50,000 other RSUs that were then held by the Reporting Person, 20,000 of which have subsequently vested and been settled for shares of Common Stock, including 10,000 that vested and were settled for shares of Common Stock on September 2, 2013 as reported herein.

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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