SEC Filing - XPO Inc.

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SEC FORM 4/A 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^*

Archon Capital Management LLC

(Last)

(First)

(Middle)

1301 5TH AVENUE

SUITE 3008

(Street)

SEATTLE

98101-2662

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EXPRESS-1 EXPEDITED SOLUTIONS INC [ XPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/02/2009

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2009		P		145,330	A	$1.031	3,846,500	I	See Footnote⁽¹⁾
Common Stock	10/29/2009		P		259,147	A	$1.02	4,105,647	I	See Footnote⁽¹⁾
Common Stock	10/29/2009		P		330,853	A	$1.02	4,436,500	I	See Footnote⁽¹⁾
Common Stock	10/30/2009		P		48,100	A	$0.9901	4,484,600	I	See Footnote⁽¹⁾
Common Stock	10/30/2009		P		35,000	A	$0.9901	3,208,000	D⁽²⁾
Common Stock	11/02/2009		P		7,162	A	$0.9669	4,491,762	I	See Footnote⁽¹⁾
Common Stock	11/02/2009		P		4,000	A	$0.9669	3,212,000	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Archon Capital Management LLC

(Last)

(First)

(Middle)

1301 5TH AVENUE

SUITE 3008

(Street)

SEATTLE

98101-2662

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CHRISTOFILIS, CONSTANTINOS

(Last)

(First)

(Middle)

C/O ARCHON CAPITAL MANAGEMENT LLC

1301 5TH AVENUE, SUITE 3008

(Street)

SEATTLE

98101-2662

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Strategos Fund L P

(Last)

(First)

(Middle)

1301 5TH AVENUE

SUITE 3008

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported securities are directly owned by certain private investment vehicles, including Strategos Fund, L.P. which is a Reporting Person, managed by Archon Capital Management LLC and may be deemed beneficially owned by Archon Capital Management LLC as general partner of such private investment vehicles. The reported securities may also be deemed beneficially owned by Constantinos Christofilis as Managing Member of Archon Capital Management LLC. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. These securities are directly owned by Strategos Fund, L.P..

	Archon Capital Management LLC, By: /s/ Constantinos Christofilis, Managing Member	02/12/2010
	/s/ Constantinos Christofilis	02/12/2010
	Strategos Fund, L.P., By: Archon Capital Management, LLC, the General Partner, By: /s/ Constantinos Christofilis, Managing Member	02/12/2010
	** 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).
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