Amendment: SEC Form SCHEDULE 13G/A filed by RXO Inc.
$RXO
Transportation Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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RXO, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
74982T103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 74982T103 |
| 1 | Names of Reporting Persons
MFN Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,154,993.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 74982T103 |
| 1 | Names of Reporting Persons
MFN Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,154,993.00 | ||||||||
| 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)
19.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 74982T103 |
| 1 | Names of Reporting Persons
MFN Partners Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,154,993.00 | ||||||||
| 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)
19.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. | 74982T103 |
| 1 | Names of Reporting Persons
MFN Partners Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,154,993.00 | ||||||||
| 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)
19.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 74982T103 |
| 1 | Names of Reporting Persons
Michael F. DeMichele | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,154,993.00 | ||||||||
| 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)
19.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 74982T103 |
| 1 | Names of Reporting Persons
Farhad Nanji | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,154,993.00 | ||||||||
| 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)
19.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
RXO, Inc. |
| (b) | Address of issuer's principal executive offices:
11215 North Community House Road, Charlotte, NC 28277 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 4 to Schedule 13G is filed by (i) MFN Partners, LP (the "Partnership"); (ii) MFN Partners GP, LLC ("MFN GP"), as the general partner of the Partnership; (iii) MFN Partners Management, LP ("MFN Management"), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC ("MFN LLC"), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member of MFN GP and of MFN LLC (each, a "Reporting Person" and collectively, the "Reporting Persons"). Reference is hereby made to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 10, 2023, Amendment No. 1 thereto filed on February 12, 2024, Amendment No. 2 thereto filed on August 14, 2024 and Amendment No. 3 thereto filed on November 13, 2024 (as so amended, the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined. The securities reported herein are directly held by the Partnership and each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The items included in this Amendment No. 4 are hereby amended and restated. |
| (b) | Address or principal business office or, if none, residence:
c/o MFN Partners Management, LP, 222 Berkeley Street, 13th Floor, Boston, MA 02116 |
| (c) | Citizenship:
The Partnership is a Delaware limited partnership. MFN GP is a Delaware limited liability company. MFN Management is a Delaware limited partnership. MFN LLC is a Delaware limited liability company. Michael F. DeMichele is a citizen of the United States and Farhad Nanji is citizen of Canada. |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
74982T103 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this item is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. The number of shares of Common Stock beneficially owned includes an aggregate 4,577,327 shares issuable upon exercise of warrants with an exercise price of $0.01, which are only exercisable to the extent that following such exercise the Reporting Persons' beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9% (the "Warrants"). |
| (b) | Percent of class:
The information required by this item is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. Percentage ownership is based on 162,517,000 shares of Common Stock outstanding as of December 31, 2024, as reported in the Issuer's Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2025, and gives effect to the exercise of 4,577,327 Warrants. |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this item is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. | |
| (ii) Shared power to vote or to direct the vote:
The information required by this item is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. | |
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this item is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. | |
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this item is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. |
| Item 10. | Certifications: |
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.
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