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, 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 *   JESSELSON MICHAEL G 2. Date of Event Requiring Statement (Month/Day/Year) 09/02/2011 3. Issuer Name and Ticker or Trading Symbol XPO Logistics, Inc. [XPO] (Last) (First) (Middle) 445 PARK AVENUE, SUITE 1502 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10022 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 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, $0.001 par value per share 10,000 I See footnote (1) Common Stock, $0.001 par value per share 37,500 (2) I See footnote (3) Common Stock, $0.001 par value per share 7,500 (4) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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
See footnote (5)	09/02/2011	  (6)	Common Stock, $0.001 par value per share	103,570 (7)	$ 7 (8)	I	See footnote (9)
Warrants	09/02/2011	09/02/2021	Common Stock, $0.001 par value per share	103,572 (10)	$ 7 (11)	I	See footnote (9)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JESSELSON MICHAEL G 445 PARK AVENUE SUITE 1502 NEW YORK, NY 10022	  X	Â	Â	Â

Signatures

/s/ Clint J. Gage, as Attorney-in-fact		09/12/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Michael G. Jesselson's spouse is the direct beneficial owner of these securities.
(2)	Represents (i) 10,000 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 3/12/84 Trust, (ii) 10,000 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 11/26/85 Trust, (iii) 10,000 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 3/31/87 Trust and (iv) 7,500 shares of Common Stock held by the Michael G. Jesselson and Linda Jesselson 6/30/93 Trust.
(3)	The individual trusts named in Footnote 2 are the direct beneficial owners of these securities. Michael G. Jesselson is the trustee of each of these trusts.
(4)	Represents 7,500 shares of Common Stock held in an individual retirement account.
(5)	Series A Convertible Perpetual Preferred Stock, $0.001 par value per share.
(6)	The Series A Convertible Perpetual Preferred Stock has no expiration date.
(7)	Represents (i) 71,428 shares of Common Stock initially issuable upon conversion of 500 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,142 shares of Common Stock initially issuable upon conversion of 225 shares of Series A Convertible Perpetual Preferred Stock held by the Michael G. Jesselson 4/8/71 Trust, in each case 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 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.
(9)	The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.
(10)	Represents (i) 71,429 shares of Common Stock initially issuable upon the exercise of 71,429 Warrants held by the Michael G. Jesselson 12/18/80 Trust and (ii) 32,143 shares of Common Stock initially issuable upon the exercise of 32,143 Warrants held by the Michael G. Jesselson 4/8/71 Trust, in each case 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)	The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Warrant Certificate.

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