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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*
Martell James J
(Last) (First) (Middle)
825 HIGHLAND LANE #1105
(Street)
ATLANTA GA 30306
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2012
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 9,540 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 Units (12) 12/11/2012 A 2,500 (1) (1) Common Stock, par value $0.001 per share 2,500 $0 5,000(3) D
Director Stock Options (right to buy) $16.74 12/11/2012 A 8,000 (2) 12/11/2022 Common Stock, par value $0.001 per share 8,000 $0 8,000 D
Director Stock Options (right to buy) $9.28 (4) 11/21/2021 Common Stock, par value $0.001 per share 8,000 8,000 D
Director Stock Options (right to buy) $5 (5) 01/29/2020 Common Stock, par value $0.001 per share 6,250 6,250 D
Director Stock Options (right to buy) $3.88 (4) 01/27/2019 Common Stock, par value $0.001 per share 6,250 6,250 D
Director Stock Options (right to buy) $4.16 (4) 01/28/2018 Common Stock, par value $0.001 per share 6,250 6,250 D
Director Stock Options (right to buy) $5.4 (4) 02/28/2017 Common Stock, par value $0.001 per share 6,250 6,250 D
Director Stock Options (right to buy) $2.96 (4) 12/12/2015 Common Stock, par value $0.001 per share 25,000 25,000 D
Director Stock Options (right to buy) $5 (4) 07/15/2015 Common Stock, par value $0.001 per share 25,000 25,000 D
See footnote(6) $7(7) 09/02/2011 (8) Common Stock, par value $0.001 per share 103,571(9) 725 D
Warrants $7(10) 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 103,572(11) 103,572 D
Explanation of Responses:
1. The Restricted Stock Units shall vest on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.
2. The Director Stock Options shall vest and become exercisable on December 11, 2013, subject to the Reporting Person's continued service as a director of the Issuer.
3. These Restricted Stock Units may have different vesting and settlement dates.
4. The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
5. The Director Stock Options vest and become exercisable in 36 equal monthly installments, commencing on February 1, 2010 and continuing on the first day of each of the following 35 months, subject to the Reporting Person's continued service as a director of the Issuer.
6. Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
7. The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").
8. The Series A Convertible Perpetual Preferred Stock has no expiration date.
9. Represents 103,571 shares of Common Stock initially issuable upon conversion of 725 shares of Series A Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.
10. The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").
11. Represents shares of Common Stock initially issuable upon the exercise of Warrants, subject to adjustment as set forth in the Warrant Certificate.
12. Each Restricted Stock Unit 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.
Remarks:
See Exhibit 24, Power of Attorney, attached.
Gordon E. Devens, Attorney in Fact 12/13/2012
** 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.
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                     POWER OF ATTORNEY


      The undersigned hereby constitutes and appoints each of
Bradley S. Jacobs and Gordon E. Devens, 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 each 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 each 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 each 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 of this 31st day of May, 2012.



	/s/ James J. Martell
	James J. Martell