SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BRADLEY S JACOBS (Last) (First) (Middle) C/O XPO LOGISTICS, INC. FIVE AMERICAN LANE (Street) GREENWICH CT 06831 (City) (State) (Zip)	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 X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/22/2021
	4. 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 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	03/22/2021		S(1)		8,840	D	$120.74(2)	18,705,179	I	See footnote(3)
Common Stock, par value $0.001 per share	03/22/2021		S(1)		46,449	D	$121.63(4)	18,658,730	I	See footnote(3)
Common Stock, par value $0.001 per share	03/22/2021		S(1)		27,592	D	$122.62(5)	18,631,138	I	See footnote(3)
Common Stock, par value $0.001 per share	03/22/2021		S(1)		900	D	$123.53(6)	18,630,238	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		19,554	D	$116.56(7)	18,610,684	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		10,662	D	$117.15(8)	18,600,022	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		8,650	D	$118.57(9)	18,591,372	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		8,136	D	$119.5(10)	18,583,236	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		4,854	D	$120.33(11)	18,578,382	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		2,880	D	$121.36(12)	18,575,502	I	See footnote(3)
Common Stock, par value $0.001 per share	03/23/2021		S(1)		1,930	D	$122.17(13)	18,573,572	I	See footnote(3)
Common Stock, par value $0.001 per share	03/24/2021		S(1)		13,279	D	$116.75(14)	18,560,293	I	See footnote(3)
Common Stock, par value $0.001 per share	03/24/2021		S(1)		17,965	D	$117.83(15)	18,542,328	I	See footnote(3)
Common Stock, par value $0.001 per share	03/24/2021		S(1)		10,202	D	$118.88(16)	18,532,126	I	See footnote(3)
Common Stock, par value $0.001 per share	03/24/2021		S(1)		12,500	D	$119.75(17)	18,519,626	I	See footnote(3)
Common Stock, par value $0.001 per share	03/24/2021		S(1)		700	D	$120.48(18)	18,518,926	I	See footnote(3)
Common Stock, par value $0.001 per share								387,416	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The sales reported on this Form 4 were made pursuant to a selling plan of Jacobs Private Equity, LLC ("JPE") that is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold for tax and estate planning purposes.

2. JPE sold 8,840 shares of common stock, par value $0.001 per share (the "Common Stock"), of XPO Logistics, Inc. (the "Issuer") in multiple trades at prices ranging from $120.23 to $121.20 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

3. JPE is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of JPE.

4. JPE sold 46,449 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $121.22 to $122.21 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

5. JPE sold 27,592 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $122.22 to $123.20 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

6. JPE sold 900 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $123.27 to $123.68 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

7. JPE sold 19,554 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $115.90 to $116.89 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

8. JPE sold 10,662 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $116.90 to $117.85 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

9. JPE sold 8,650 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $118.00 to $118.99 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

10. JPE sold 8,136 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $119.00 to $119.97 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

11. JPE sold 4,854 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $120.00 to $120.96 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

12. JPE sold 2,880 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $121.00 to $121.99 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

13. JPE sold 1,930 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $122.01 to $122.41 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

14. JPE sold 13,279 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $116.29 to $117.24 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

15. JPE sold 17,965 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $117.32 to $118.31 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

16. JPE sold 10,202 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $118.33 to $119.32 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

17. JPE sold 12,500 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $119.33 to $120.26 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

18. JPE sold 700 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $120.33 to $120.56 per share. The price reported above reflects the weighted average sale price per share. JPE hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	03/24/2021
	** 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 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).
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