XPO Logistics (XPO) 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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2022

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	07/18/2022		S(1)		6,471	D	$50.06(3)	6,461,730	I	See footnote(2)
Common Stock, par value $0.001 per share	07/19/2022		S(1)		15,239	D	$50.78(4)	6,446,491	I	See footnote(2)
Common Stock, par value $0.001 per share	07/19/2022		S(1)		34,761	D	$51.52(5)	6,411,730	I	See footnote(2)
Common Stock, par value $0.001 per share	07/20/2022		S(1)		7,108	D	$52.17(6)	6,404,622	I	See footnote(2)
Common Stock, par value $0.001 per share	07/20/2022		S(1)		17,873	D	$53.18(7)	6,386,749	I	See footnote(2)
Common Stock, par value $0.001 per share	07/20/2022		S(1)		25,019	D	$54.08(8)	6,361,730	I	See footnote(2)
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 in this Form 4 were automatically effected pursuant to a previously executed 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 by JPE for tax and estate planning purposes.

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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.18, inclusive. The reporting person undertakes to provide to XPO Logistics, Inc. ("XPO"), any security holder of XPO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4), (5), (6), (7) and (8) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.06 to $51.05, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.06 to $51.90, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.55 to $52.54, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.55 to $53.54, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.55 to $54.45, inclusive.

	/s/ Brad Jacobs	07/20/2022
	** Signature of Reporting Person	Date
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