S Jacobs Bradley Form 4 XPO Logistics / S JACOBS BRADLEY ownership change

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

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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)
05/12/2021

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	05/12/2021		S(1)		14,621	D	$140.11(2)	18,340,730	I	See footnote(3)
Common Stock, par value $0.001 per share	05/12/2021		S(1)		16,350	D	$141.24(4)	18,324,380	I	See footnote(3)
Common Stock, par value $0.001 per share	05/12/2021		S(1)		7,188	D	$142.19(5)	18,317,192	I	See footnote(3)
Common Stock, par value $0.001 per share	05/12/2021		S(1)		2,710	D	$143.15(6)	18,314,482	I	See footnote(3)
Common Stock, par value $0.001 per share	05/12/2021		S(1)		10,701	D	$144.39(7)	18,303,781	I	See footnote(3)
Common Stock, par value $0.001 per share	05/12/2021		S(1)		6,000	D	$145.11(8)	18,297,781	I	See footnote(3)
Common Stock, par value $0.001 per share	05/12/2021		S(1)		3,300	D	$146.28(9)	18,294,481	I	See footnote(3)
Common Stock, par value $0.001 per share	05/13/2021		S(1)		3,300	D	$142(10)	18,291,181	I	See footnote(3)
Common Stock, par value $0.001 per share	05/13/2021		S(1)		30,292	D	$142.98(11)	18,260,889	I	See footnote(3)
Common Stock, par value $0.001 per share	05/13/2021		S(1)		15,126	D	$143.68(12)	18,245,763	I	See footnote(3)
Common Stock, par value $0.001 per share	05/13/2021		S(1)		3,645	D	$144.5(13)	18,242,118	I	See footnote(3)
Common Stock, par value $0.001 per share	05/14/2021		S(1)		3,100	D	$143.15(14)	18,239,018	I	See footnote(3)
Common Stock, par value $0.001 per share	05/14/2021		S(1)		6,398	D	$144.27(15)	18,232,620	I	See footnote(3)
Common Stock, par value $0.001 per share	05/14/2021		S(1)		11,323	D	$145.14(16)	18,221,297	I	See footnote(3)
Common Stock, par value $0.001 per share	05/14/2021		S(1)		10,942	D	$145.84(17)	18,210,355	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 14,621 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 $139.75 to $140.73 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 16,350 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $140.75 to $141.73 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 7,188 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $141.75 to $142.74 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 2,710 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $142.75 to $143.69 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 10,701 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $143.80 to $144.79 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 6,000 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $144.80 to $145.67 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 3,300 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $145.81 to $146.72 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 3,300 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $141.32 to $142.31 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.

11. JPE sold 30,292 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $142.32 to $143.31 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.

12. JPE sold 15,126 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $143.32 to $144.31 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.

13. JPE sold 3,645 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $144.32 to $144.75 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 3,100 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $142.57 to $143.56 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.

15. JPE sold 6,398 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $143.59 to $144.58 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 11,323 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $144.59 to $145.58 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 10,942 shares of the Common Stock of the Issuer in multiple trades at prices ranging from $145.59 to $146.20 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.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	05/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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