Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHAFFER OREN
   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)
(Last)
(First)
(Middle)
7331 TILDEN LANE		 3. Date of Earliest Transaction (Month/Day/Year)
01/02/2015
(Street)

NAPLES, FL 34108		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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               12,500 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 Unit (1) 01/02/2015   A   4,257     (2)   (2) Common Stock, par value $0.001 per share 4,257 $ 0 4,257 D  
Restricted Stock Unit (1)               (3)   (3) Common Stock, par value $0.001 per share 2,500   2,500 D  
Restricted Stock Unit (1)               (4)   (4) Common Stock, par value $0.001 per share 2,500   2,500 D  
Director Stock Option (right to buy) $ 23.19               (5) 12/12/2023 Common Stock, par value $0.001 per share 8,000   8,000 D  
Director Stock Option (right to buy) $ 16.74             12/11/2013 12/11/2022 Common Stock, par value $0.001 per share 8,000   8,000 D  
Director Stock Option (right to buy) $ 9.28             09/02/2012 11/21/2021 Common Stock, par value $0.001 per share 8,000   8,000 D  
Warrants $ 7 (6)             09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 8,500 (7)   8,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHAFFER OREN
7331 TILDEN LANE
NAPLES, FL 34108		   X      

Signatures

 /s/ Gordon E. Devens, Attorney-in-Fact   01/06/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit ("RSU") 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.
(2) The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.
(3) The Restricted Stock Units vested in full on January 5, 2015 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
(4) The Restricted Stock Units vested in full on December 11, 2013 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
(5) The Director Stock Options vested and became exercisable on January 2, 2015.
(6) 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").
(7) Represents 8,500 shares of Common Stock initially issuable upon the exercise of 8,500 Warrants, subject to adjustment as set forth in the Warrant Certificate.

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