Sec Form 3 Filing - XPO Logistics, Inc. @ GXO Logistics, Inc. - 2021-07-21

FORM 3 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 XPO Logistics, Inc. 2. Issuer Name and Ticker or Trading Symbol GXO Logistics, Inc. [ GXO WI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FIVE AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (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 $0.01 per share 100 ( 1 ) ( 2 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other XPO Logistics, Inc. FIVE AMERICAN LANE GREENWICH, C T06831 X Signatures /s/ Karlis P. Kirsis, Corporate Secretary 07/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed in connection with the SEC's declaration of effectiveness of the Registration Statement on Form 10 of GXO Logistics, Inc. ("GXO") which describes the planned separation of GXO from XPO Logistics, Inc. ("XPO"). ( 2 )Pursuant to GXO's certificate of incorporation (as amended), effective as of the close of business on the date set by resolution of the Board of Directors of XPO as the record date for distribution of shares of GXO's common stock to holders of XPO common stock (such time, the "Effective Time"), the 100 shares of GXO's common stock held by XPO prior to the Effective Time shall automatically by operation of law and without further action on the part of GXO or XPO, be subdivided and converted into a number of shares of validly issued, fully paid and non-assessable shares of GXO's common stock equal to the number of shares of common stock, par value $0.001, of XPO issued and outstanding, as of the Effective Time, multiplied by one (1).

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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