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 *
Martell James J
   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)
825 HIGHLAND LANE #1105		 3. Date of Earliest Transaction (Month/Day/Year)
01/02/2015
(Street)

ATLANTA, GA 30306		 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               51,139 D (1)  

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 (2) 01/02/2015   A   4,257     (3)   (3) Common Stock, par value $0.001 per share 4,257 $ 0 4,257 D  
Restricted Stock Unit (2)               (4)   (4) Common Stock, par value $0.001 per share 2,500   2,500 D  
Restricted Stock Unit (2)               (5)   (5) Common Stock, par value $0.001 per share 2,500   2,500 D  
Director Stock Option (right to buy) $ 23.19               (6) 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  
Director Stock Option (right to buy) $ 5               (7) 01/29/2020 Common Stock, par value $0.001 per share 6,250   6,250 D  
Director Stock Option (right to buy) $ 3.88               (7) 01/27/2019 Common Stock, par value $0.001 per share 6,250   6,250 D  
Director Stock Option (right to buy) $ 4.16               (7) 01/28/2018 Common Stock, par value $0.001 per share 6,250   6,250 D  
Director Stock Option (right to buy) $ 5.4               (7) 02/28/2017 Common Stock, par value $0.001 per share 6,250   6,250 D  
Director Stock Option (right to buy) $ 2.96               (7) 12/12/2015 Common Stock, par value $0.001 per share 25,000   25,000 D  
Director Stock Option (right to buy) $ 5               (7) 07/15/2015 Common Stock, par value $0.001 per share 25,000   25,000 D  
See footnote (8) $ 7 (9)             09/02/2011   (10) Common Stock, par value $0.001 per share 103,571 (11)   725 D  
Warrants $ 7 (12)             09/02/2011 09/02/2021 Common Stock, par value $0.001 per share 103,572 (13)   103,572 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Martell James J
825 HIGHLAND LANE #1105
ATLANTA, GA 30306		   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) 39,099 of these shares were purchased by the Reporting Person pursuant to a subscription agreement with the Issuer, dated July 12, 2013, which closed on August 15, 2013, and are restricted for resale until September 2, 2016.
(2) 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.
(3) The Restricted Stock Units shall vest on January 2, 2016, subject to the Reporting Person's continued service as a director of the Issuer.
(4) The Restricted Stock Units vested in full on January 2, 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.
(5) 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.
(6) The Director Stock Options vested and became exercisable on January 2, 2015.
(7) The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
(8) Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
(9) 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").
(10) The Series A Convertible Perpetual Preferred Stock has no expiration date.
(11) 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.
(12) 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").
(13) Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.

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