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Securities to be offered to employees in employee benefit plans

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As filed with the Securities and Exchange Commission on October 30, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

XPO Logistics, Inc.

(Exact name of registrant as specified in its charter)

Five Greenwich Office Park

Greenwich, CT 06381

(Address and Zip Code of Principal Executive Offices)

Con-way Inc. 2012 Equity and Incentive Plan

Con-way Inc. 2006 Equity and Incentive Plan (Amended and Restated December 2008)

Con-way Inc. 1997 Equity and Incentive Plan (2006 Amendment and Restatement)

(Full Title of the Plan)

Gordon E. Devens

Senior Vice President, and General Counsel

Five Greenwich Office Park

Greenwich, CT 06381

Telephone: (855) 976-4636

(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

Copy To:

Adam O. Emmerich

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This Registration Statement relates to 6,098,012 shares of Common Stock issuable pursuant to the Equity Plans upon the exercise of options and vesting of stock apppreciation rights and restricted stock units assumed by the Registrant. The Equity Plans were assumed by XPO Logistics, Inc. on October 30, 2015, in connection with the consummation of transactions contemplated by the Agreement and Plan of Merger entered into on September 9, 2015, by and among XPO, Canada Merger Corp. and Con-way Inc.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of the Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the holders as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Securities and Exchange Commission (the Commission) by the Registrant are hereby incorporated in this Registration Statement by reference:

In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Gordon E. Devens, Senior Vice President and General Counsel of the Registrant, has opined as to the legality of the securities being offered by this Registration Statement. As an employee of the Company, Mr. Devens participates in incentive plans of the Company...


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