SEC Filing - XPO Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Whitehead Calvin R

(Last)

(First)

(Middle)

3064 SUNDANCE PATH

(Street)

STEVENSVILLE

49127

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2011

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)
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	03/21/2011		S		2,400	D	$2.3	25,100	D
Common Stock	03/21/2011		S		100	D	$2.32	25,000	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)
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)

Explanation of Responses:

	/s/ Clint J. Gage, Attorney-in-Fact	03/22/2011
	** 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.

                                                   EXHIBIT 24

POWER OF ATTORNEY


The undersigned hereby constitutes and appoints each of Clint J. Gage and
Rita Occhionero, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)execute for and on behalf of the undersigned 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 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 and timely
file such forms (including amendments) and application
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 the attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming,
nor is Express-1 Expedited Solutions, Inc. (the "Company") assuming
any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.  The undersigned agrees
that such attorney-in-fact herein 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 attorneys-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 this 22nd day of March, 2011.


/s/ Calvin R Whitehead
Printed Name: Calvin R Whitehead
Address:  3064 Sundance Path
Stevensville, MI 49127