FORM 4
[ X ] 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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lake Robert D. 		2. Issuer Name and Ticker or Trading Symbol

PACER INTERNATIONAL INC [ PACR ] 		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)

C/O PACER INTERNATIONAL, INC., 6805 PERIMETER DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2014
(Street)

DUBLIN, OH 43016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) (2) (3) 3/31/2014     D    56067   D $0   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  On January 5, 2014, Pacer International, Inc. (the "Company") entered into an Agreement and Plan of Merger by and among XPO Logistics, Inc., a Delaware corporation, and Acquisition Sub, Inc., a Tennessee corporation and an indirect wholly owned subsidiary of XPO (the "Merger"). The Merger was effective at 11:59 p.m., Eastern Time, on March 31, 2014 (the "Effective Time").
( 2)  In the Merger, each share of the Company's common stock issued and outstanding as of immediately prior to the Merger was converted into the right to receive a combination of $6.00 in cash and 0.1017 of a share of XPO common stock (the "Per Share Merger Consideration").
( 3)  In addition, at the Effective Time of the Merger, each outstanding Pacer common share subject to vesting restrictions, such as the reporting person's restricted stock award, by virtue of the merger, was cancelled and entitled the shareholder to receive the Per Share Merger Consideration with respect to each restricted share, less applicable shares required to be withheld.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lake Robert D.
C/O PACER INTERNATIONAL, INC.
6805 PERIMETER DRIVE
DUBLIN, OH 43016 		X



Signatures
Dana G. Welcker, attorney in fact 4/2/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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