1.
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spruce House Investment Management LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
11,850,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
11,850,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,850,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.84%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO,
IA
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spruce House Capital LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
11,850,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
11,850,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,850,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.84%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Spruce House Partnership LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
11,850,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
11,850,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,850,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.84%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zachary Sternberg
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
45,000
|
6.
|
SHARED
VOTING POWER
11,850,000
|
7.
|
SOLE
DISPOSITIVE POWER
45,000
|
8.
|
SHARED
DISPOSITIVE POWER
11,850,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,895,000
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.88%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Benjamin Stein
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
47,055
|
6.
|
SHARED
VOTING POWER
11,850,000
|
7.
|
SOLE
DISPOSITIVE POWER
47,055
|
8.
|
SHARED
DISPOSITIVE POWER
11,850,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,897,055
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.88%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
CUSIP
No.
|
|
983793100
|
|
|
|
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
XPO
Logistics, Inc.
|
|
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
Five
Greenwich Office Park
|
|
|
Greenwich,
Connecticut 06831
|
|
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
Spruce
House Investment Management LLC
|
|
|
Spruce
House Capital LLC
|
|
|
The
Spruce House Partnership LP
|
|
|
Zachary
Sternberg
|
|
|
Benjamin
Stein
|
|
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
|
Spruce
House Investment Management LLC
|
|
|
Spruce
House Capital LLC
|
|
|
435
Hudson Street, 8th Floor
|
|
|
New
York, New York 10014
|
|
|
|
|
|
The
Spruce House Partnership LP
|
|
|
c/o
Spruce House Capital LLC
|
|
|
435
Hudson Street, 8th Floor
|
|
|
New
York, New York 10014
|
|
|
|
|
|
Zachary
Sternberg
|
|
|
Benjamin
Stein
|
|
|
c/o
Spruce House Investment Management LLC
|
|
|
435
Hudson Street, 8th Floor
|
|
|
New
York, New York 10014
|
|
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
Spruce
House Investment Management LLC – Delaware limited liability company
|
|
|
Spruce
House Capital LLC – Delaware limited liability company
|
|
|
The
Spruce House Partnership LP – Delaware limited partnership
|
|
|
Zachary
Sternberg – United States of America
|
|
|
Benjamin
Stein – United States of America
|
|
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
Common
stock, par value $0.001 per share
|
|
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
983793100
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a
|
|
(a)
|
|
[_]
|
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
|
[_]
|
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
|
[_]
|
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
|
[_]
|
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
|
(e)
|
|
[_]
|
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
|
[_]
|
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
|
[_]
|
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
|
[_]
|
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
|
|
(i)
|
|
[_]
|
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
(j)
|
|
[_]
|
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
|
[_]
|
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned:
|
Spruce
House Investment Management LLC –11,850,000 shares
Spruce
House Capital LLC – 11,850,000 shares
The
Spruce House Partnership LP – 11,850,000 shares
Zachary
Sternberg – 11,895,000 shares
Benjamin
Stein – 11,897,055 shares
Spruce
House Investment Management LLC –12.84%*
Spruce
House Capital LLC – 12.84%*
The
Spruce House Partnership LP – 12.84%*
Zachary
Sternberg – 12.88%*
Benjamin
Stein – 12.88%*
|
(c)
|
Number
of shares as to which Spruce House Investment Management LLC has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
11,850,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
11,850,000
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Spruce House Capital LLC has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
11,850,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
11,850,000
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which The Spruce House Partnership LP has:
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
11,850,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
11,850,000
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Zachary Sternberg has:
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
45,000
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
11,850,000
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
45,000
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
11,850,000
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Benjamin Stein has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
47,055
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
11,897,055
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
47,055
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
11,897,055
|
.
|
*Shares
reported herein are held by The Spruce House Partnership LP (the “Fund”) for which Spruce House Capital LLC (the “General
Partner”) serves as the general partner and Spruce House Investment Management LLC (the “Investment Manager”)
serves as the investment manager. Zachary Sternberg and Benjamin Stein each serve as a managing member of the General Partner
and the Investment Manager.
By
virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to
the Shares owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial
owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting
Person’s pecuniary interest therein.
The
percentages herein are calculated based upon a statement in the Issuer’s Quarterly Report on Form 10-Q filed on October
28, 2019 for the quarter ended September 30, 2019 that there were 92,300,242 shares of common stock issued and outstanding as
of October 21, 2019.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
N/A
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
N/A
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
N/A
Item
8.
|
Identification
and Classification of Members of the Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 14, 2020
|
Spruce
House Investment Management LLC
|
|
|
|
|
By:
|
/s/
Zachary Sternberg
|
|
Name:
|
Zachary
Sternberg
|
|
Title:
|
Managing
Member
|
|
|
|
|
Spruce
House Capital LLC
|
|
|
|
|
By:
|
/s/
Zachary Sternberg
|
|
Name:
|
Zachary
Sternberg
|
|
Title:
|
Managing
Member
|
|
|
|
|
The
Spruce House Partnership LP
|
|
|
|
By:
|
Spruce
House Capital LLC
|
|
|
Its
general partner
|
|
|
|
|
By:
|
/s/
Zachary Sternberg
|
|
Name:
|
Zachary
Sternberg
|
|
Title:
|
Managing
Member
|
|
|
|
|
/s/
Zachary Sternberg
|
|
Zachary
Sternberg
|
|
|
|
|
/s/
Benjamin Stein
|
|
Benjamin
Stein
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).