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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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) 11/21/2011 (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               9,540 D

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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 Units	(1)	11/21/2011		A		2,500		(2)	(2)	Common Stock, par value $0.001 per share	2,500	$ 0	2,500	D
Director Stock Options (right to buy)	$ 9.28	11/21/2011		A		8,000		(3)	11/21/2021	Common Stock, par value $0.001 per share	8,000	$ 0	8,000	D
Director Stock Options (right to buy)	$ 5							(4)	01/29/2020	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$ 3.88							(5)	01/27/2019	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$ 4.16							(6)	01/28/2018	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$ 5.4							(6)	02/28/2017	Common Stock, par value $0.001 per share	6,250		6,250	D
Director Stock Options (right to buy)	$ 2.96							(6)	12/12/2015	Common Stock, par value $0.001 per share	25,000		25,000	D
Director Stock Options (right to buy)	$ 5							(6)	07/15/2015	Common Stock, par value $0.001 per share	25,000		25,000	D
See footnote (12)	$ 7 (7)							09/02/2011	(8)	Common Stock, par value $0.001 per share	103,571 (9)		725	D
Warrants	$ 7 (10)							09/02/2011	09/02/2021	Common Stock, par value $0.001 per share	103,572 (11)		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/ Eric L. Schiele, as Attorney-in-fact		11/23/2011
**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)	Each Restricted Stock Unit 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.
(2)	The Restricted Stock Units shall initially be unvested. The Restricted Stock Units shall vest on September 2, 2012, subject to James J. Martell's continued service as a director of the Issuer, and shall be settled within 30 following the vesting date.
(3)	The Director Stock Options shall initially be unvested, and shall vest and become exercisable on September 2, 2012, subject to James J. Martell's continued service as a director of the Issuer.
(4)	The Director Stock Options initially were unvested, and vest and become exercisable in 36 equal monthly installments, commencing on February 1, 2010 and continuing on the first day of each of the following 35 months, subject to James J. Martell's continued service as a director of the Issuer.
(5)	The Director Stock Options initially were unvested, and vest and become exercisable in 36 equal monthly installments, commencing on February 1, 2009 and continuing on the first day of each of the following 35 months, subject to James J. Martell's continued service as a director of the Issuer.
(6)	The Director Stock Options are fully vested and exercisable as of the filing date of this Form 4.
(7)	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").
(8)	The Series A Convertible Perpetual Preferred Stock has no expiration date.
(9)	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.
(10)	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").
(11)	Represents 103,572 shares of Common Stock initially issuable upon the exercise of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
(12)	Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
Remarks: Exhibit List: Exhibit 24 -- Power of Attorney

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