XPO XPO Inc

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                                                                                   
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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 * Robinson Lance A	2. Issuer Name and Ticker or Trading Symbol XPO Logistics, Inc. [ XPO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Accounting Officer
(Last)          (First)          (Middle) C/O XPO LOGISTICS, INC., FIVE AMERICAN LANE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/1/2021
(Street) GREENWICH, CT 06831 (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, par value $0.001 per share	10/1/2021		M		16521	A	$0	79178	D
Common Stock, par value $0.001 per share	10/1/2021		F(1)		8778	D(1)	$80.85	70400	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
Restricted Stock Unit	(2)	10/1/2021		M			16521 (3)	(4)	(4)	Common Stock, par value $0.001 per share	16521.0 (3)	$0	66082 (3)	D

Explanation of Responses:
(1)	No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on October 1, 2021 as originally scheduled and there were no related discretionary transactions or open market sales.
(2)	Each RSU 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.
(3)	Reflects previously granted RSUs with adjustments to the number of shares of Common Stock underlying such RSUs to maintain the economic value of the shares of Common Stock underlying the RSUs prior to the Issuer's spin-off of its logistics segment on August 2, 2021 (the "Spin-off"). These previously granted RSUs have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off.
(4)	The RSUs vest in ten equal annual installments, beginning on October 1, 2016 and continuing on the next nine anniversaries thereof, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks: See Exhibit 24, Power of Attorney, attached.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Robinson Lance A C/O XPO LOGISTICS, INC. FIVE AMERICAN LANE GREENWICH, CT 06831			Chief Accounting Officer

Signatures
/s/ Riina Tohvert, Attorney-in-Fact		10/5/2021
**Signature of Reporting Person		Date