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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(Print or Type Responses)

1. Name and Address of Reporting Person * GIC Private Ltd   2. Issuer Name and Ticker or Trading Symbol XPO Logistics, Inc. [XPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 168 ROBINSON ROAD #37-01,, CAPITAL TOWER 3. Date of Earliest Transaction (Month/Day/Year) 09/08/2015 (Street) SINGAPORE, U0 068912 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 09/08/2015   C   1,488,155 A $ 45 11,487,278 I (1) See Explanation of Responses (1)

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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

Series C Convertible Perpetual Preferred Stock

$ 45 (2)

09/08/2015

C

66,967

(3)

(3)

Common Stock, par value $0.001 per share

1,488,155 (4)

$ 0

0

I (1)

See Explanation of Responses (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GIC Private Ltd 168 ROBINSON ROAD #37-01, CAPITAL TOWER SINGAPORE, U0 068912		X
Coral Blue Investment Pte. Ltd. 168 ROBINSON ROAD #37-01, CAPITAL TOWER SINGAPORE, U0 068912		X

Signatures

/s/ Jimmy Teo, Jimmy Teo, Senior Vice President of GIC Private Limited		09/17/2015
**Signature of Reporting Person		Date
/s/ Lim Eng Kok, Lim Eng Kok, Senior Vice President of GIC Private Limited		09/17/2015
**Signature of Reporting Person		Date
/s/ Arjun Khullar, Arjun Khullar, Director of Coral Blue Investment Pte. Ltd.		09/17/2015
**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)	This report is filed jointly by GIC Private Limited and Coral Blue Investment Pte. Ltd. (collectively, the "Reporting Persons"). Coral Blue Investment Pte. Ltd. is the direct owner of 11,487,278 shares of Common Stock of the Issuer and shares the power to vote and the power to dispose of all of such shares of Common Stock with GIC Private Limited. No individual has beneficial ownership over the Common Stock beneficially owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2)	Upon the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series C Convertible Perpetual Preferred, the Series C Convertible Perpetual Preferred Stock converted automatically into shares of Common Stock of the Issuer at the initial conversion price of $45 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series C Convertible Perpetual Preferred Stock, included in Exhibit 4.1 to the Issuer's Report on Form 8-K filed with the SEC on June 1, 2015 (the "Certificate of Designation").
(3)	The Series C Convertible Perpetual Preferred Stock has no expiration date and under the Certificate of Designation automatically converts into Common Stock on the date of the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series C Convertible Perpetual Preferred Stock, but is not otherwise convertible into shares of Common Stock.
(4)	Shares of Common Stock initially issuable upon conversion of Series C Convertible Perpetual Preferred Stock, subject to adjustment as set forth in the Certificate of Designation.

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