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SEC FORM 3 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*
Cooper Troy A.
(Last) (First) (Middle)
C/O XPO LOGISTICS, INC.
5 GREENWICH OFFICE PARK
(Street)
GREENWICH CT 06831
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2014 		3. Issuer Name and Ticker or Trading Symbol
XPO Logistics, Inc. [ XPO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Oper. and Finance
5. 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 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 $0.001 per share 53,119 D
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
Restricted Stock Unit (1) (1) Common Stock, par value $0.001 per share 43,750 (2) D
Restricted Stock Unit (6) (6) Common Stock, par value $0.001 per share 25,000 (2) D
Stock Option (right to buy) (3) 09/02/2021 Common Stock, par value $0.001 per share 25,000 11.46 D
Warrants 09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 10,000(4) 7(5) D
Explanation of Responses:
1. The Restricted Stock Units shall vest in two equal annual installments of 21,875 each on September 2, 2014 and September 2, 2015, subject to the Reporting Person's continued employment with the Issuer.
2. 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.
3. The Employee Stock Options vest in equal annual installments of 20% each, beginning on September 2, 2012 and continuing on the first, second, third and fourth anniversaries thereof, subject to the Reporting Person's continued employment with the Issuer.
4. Represents 10,000 shares of Common Stock initially issuable upon conversion of 10,000 Warrants, subject to adjustment as set forth in the Warrant Certificate.
5. 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").
6. The Restricted Stock Units initially shall be unvested and, subject to the Issuer's Common Stock trading at or above $32.50 per share for 20 consecutive trading days within the five years following the grant date, shall vest in installments of 60% on September 2, 2016, and 20% each on February 15, 2017 and February 15, 2018, subject to the Reporting Person's continued employment with the Issuer on such dates.
Remarks:
See Exhibit 24 attached - Power of Attorney.
Gordon E. Devens, Attorney-in-Fact 03/04/2014
** 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).
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 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 24th day of February, 2014.



	/s/ Troy A. Cooper
	Troy A. Cooper