SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SPRUCE HOUSE PARTNERSHIP LP (Last) (First) (Middle) C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/19/2018	3. Issuer Name and Ticker or Trading Symbol XPO Logistics, Inc. [ XPO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	12,750,000	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SPRUCE HOUSE PARTNERSHIP LP (Last) (First) (Middle) C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)

1. Name and Address of Reporting Person* Spruce House Capital LLC (Last) (First) (Middle) 435 HUDSON STREET 8TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)

1. Name and Address of Reporting Person* Sternberg Zachary (Last) (First) (Middle) SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)

1. Name and Address of Reporting Person* Stein Benjamin Forester (Last) (First) (Middle) SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)

1. Name and Address of Reporting Person* SPRUCE HOUSE INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 435 HUDSON STREET 8TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Fund, except to the extent of his or its pecuniary interest therein. The Fund, Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	The Spruce House Partnership LP By: /s/ Thomas Walker, Authorized Person	12/19/2018
	Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person	12/19/2018
	Zachary Sternberg By: /s/ Thomas Walker, Authorized Person	12/19/2018
	Benjamin Stein By: /s/ Thomas Walker, Authorized Person	12/19/2018
	Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person	12/19/2018
	** 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 5 (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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