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* Glickman Sarah JS (Last) (First) (Middle) C/O XPO LOGISTICS, INC. 5 AMERICAN LANE (Street) GREENWICH CT 06831 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/15/2018	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) Acting Chief Financial Officer	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)

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	23,760	(2)	D
Restricted Stock Unit	(3)	(3)	Common Stock, par value $0.001 per share	17,050	(2)	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were granted to the Reporting Person on August 9, 2018 (the "Grant Date"). The RSUs remain unvested until the later to occur of (i) the average closing price of a share of the Issuer's common stock, as reported on the New York Stock Exchange or such other exchange upon which the shares trade, equals or exceeds $200.00 over any twenty-consecutive-trading-day period ending on or prior to the fifth anniversary of the Grant Date and (ii) the third anniversary of the Grant Date, generally subject to the Reporting Person's continued employment with the Issuer through the date of such later occurrence.

2. Each 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 RSUs vest in six equal annual installments, beginning on June 8, 2019 and continuing to vest on the next five anniversaries thereof, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

See Exhibit 24, Power of Attorney, attached.

	/s/ Karlis P. Kirsis, Attorney-in-Fact	08/16/2018
	** 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).
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