<SEC-DOCUMENT>0001181431-12-045203.txt : 20120813
<SEC-HEADER>0001181431-12-045203.hdr.sgml : 20120813
<ACCEPTANCE-DATETIME>20120813164020
ACCESSION NUMBER:		0001181431-12-045203
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120809
FILED AS OF DATE:		20120813
DATE AS OF CHANGE:		20120813

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			XPO Logistics, Inc.
		CENTRAL INDEX KEY:			0001166003
		STANDARD INDUSTRIAL CLASSIFICATION:	TRANSPORTATION SERVICES [4700]
		IRS NUMBER:				030450326
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		5 GREENWICH OFFICE PARK
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06831
		BUSINESS PHONE:		(203) 413-4003

	MAIL ADDRESS:	
		STREET 1:		5 GREENWICH OFFICE PARK
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06831

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXPRESS-1 EXPEDITED SOLUTIONS INC
		DATE OF NAME CHANGE:	20060606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SEGMENTZ INC
		DATE OF NAME CHANGE:	20020125

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			SHAFFER OREN
		CENTRAL INDEX KEY:			0001241850

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32172
		FILM NUMBER:		121028100

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORPORATION
		STREET 2:		200 NYALA FARM ROAD
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>rrd353072.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2012-08-09</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0001166003</issuerCik>
        <issuerName>XPO Logistics, Inc.</issuerName>
        <issuerTradingSymbol>XPO</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001241850</rptOwnerCik>
            <rptOwnerName>SHAFFER OREN</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>7331 TILDEN LANE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NAPLES</rptOwnerCity>
            <rptOwnerState>FL</rptOwnerState>
            <rptOwnerZipCode>34108</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock, par value $0.001 per share</value>
            </securityTitle>
            <transactionDate>
                <value>2012-08-09</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>P</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>10000</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>14.8583</value>
                    <footnoteId id="F1"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>10000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Director Stock Options (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>9.28</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2021-11-21</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock, par value $0.001 per share</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>8000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>8000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">This transaction was executed in multiple trades at prices ranging from $14.7623 to $14.90. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which each transaction was effected.</footnote>
        <footnote id="F2">The Director Stock Options shall initially be unvested, and shall vest and become exercisable on September 2, 2012, subject to the Reporting Person's continued service as a director of the Issuer.</footnote>
    </footnotes>

    <remarks>See Exhibit 24 attached - Power of Attorney.</remarks>

    <ownerSignature>
        <signatureName>Gordon E. Devens, Attorney-in-Fact</signatureName>
        <signatureDate>2012-08-13</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.
<SEQUENCE>2
<FILENAME>rrd316801_357986.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd316801_357986.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                     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 21st day of May, 2012.



	/s/ Oren G. Shaffer
	Oren G. Shaffer

</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
