SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Robinson Lance A

(Last) (First) (Middle)
C/O XPO LOGISTICS, INC.
5 AMERICAN LANE

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/02/2017 M 1,667 A $0 7,901 D
Common Stock, par value $0.001 per share 10/02/2017 M 10,000 A $0 17,901 D
Common Stock, par value $0.001 per share 10/02/2017 F(1) 5,479 D(1) $67.78 12,422 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 10/02/2017 M 1,667 (3) (3) Common Stock, par value $0.001 per share 1,667 $0 1,666 D
Restricted Stock Unit (2) 10/02/2017 M 10,000 (4) (4) Common Stock, par value $0.001 per share 10,000 $0 80,000 D
Explanation of Responses:
1. No shares were sold by the Reporting Person. These shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements upon the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested on October 1, 2017 as originally scheduled, and were settled on October 2, 2017. This is not a discretionary transaction or open market sale.
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 annual installments of 1,667, 1,667 and 1,666 shares, 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 annual installments of 10,000 shares each, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
Remarks:
See attached Exhibit 24 - Power of Attorney.
Karlis P. Kirsis, Attorney in Fact 10/03/2017
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


      The undersigned hereby constitutes and appoints Karlis P. 
Kirsis, acting singly, the undersigned's true and lawful 
attorney-in-fact to: 
      
      (1) execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer or director of XPO 
Logistics, Inc. (the "Company"), a Form ID, Uniform Application 
for Access Codes to File on EDGAR and Forms 3, 4 and 5 
(including amendments thereto) in accordance with Section 16(a) 
of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and the rules and regulations thereunder; and
      
      (2) do and perform any and all acts for and on behalf of 
the undersigned which may be necessary or desirable to complete 
and execute any such Form ID or Forms 3, 4 or 5 (including 
amendments) and timely file such forms with the United States 
Securities and Exchange Commission and any stock exchange or 
similar authority; and
      
      (3) take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best interest of, 
or legally required by, the undersigned, it being understood 
that the documents executed by such attorney-in-fact on behalf 
of the undersigned pursuant to this Power of Attorney shall
 be 
in such form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's 
discretion.
      
      The undersigned grants to such attorney-in-fact full power 
and authority to do and perform any and every act and thing 
whatsoever requisite, necessary or proper to be done in the 
exercise of any of the rights and powers granted, as fully to 
all intents and purposes as the undersigned might or could do if 
personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such 
attorney-in-fact shall lawfully do or cause to be done by virtue 
of this power of attorney and the rights and powers herein 
granted. 
      
      The undersigned acknowledges that such attorney-in-fact, in 
serving in such capacity at the request of the undersigned, is 
not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the 
Exchange Act. The undersigned agrees that such attorney-in-fact 
may rely entirely on information furnished orally or in writing 
by the undersigned to such attorney-in-fact. 
      
      The undersigned also agrees to indemnify and hold harmless 
the Company and such attorney-in-fact against any losses, 
claims, damages or liabilities (or actions in these respects) 
that arise out of or are based upon any untrue statements or 
omission of necessary facts in the information provided by the 
undersigned to such attorney-in-fact for purposes of executing, 
acknowledging, delivering or filing Form ID or Forms 3, 4 or 5 
(including amendments) and agrees to reimburse the Company and 
such attorney-in-fact for any legal or other expenses reasonably 
incurred in connection with investigating or defending against 
any such loss, claim, damage, liability or action. 
      
      This Power of Attorney supersedes any power of attorney 
previously executed by the undersigned regarding the purposes 
outlined in the first paragraph hereof ("Prior Powers of 
Attorney"), and the authority of the attorneys-in-fact named in 
any Prior Powers of Attorney is hereby revoked. 
      
      This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file Forms 
3, 4 or 5 with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
(a) revoked by the undersigned in a signed writing delivered to 
the foregoing attorney-in-fact; or (b) superseded by a new power 
of attorney regarding the purposes outlined in the first 
paragraph hereof dated as of a later date.
      
      IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 2nd day of October, 
2017.



                         /s/ Lance A. Robinson
                         Lance A. Robinson