Director Kushner Jared Corey converted options into 14,523 shares (SEC Form 4)
$QXO
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
QXO, Inc. [ QXO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.00001 par value | 05/12/2025 | M | 14,523 | A | $0.00 | 14,523 | D(1) | |||
| Common Stock, $0.00001 par value | 16,247,069 | I | See footnote(2) | |||||||
| Common Stock, $0.00001 par value | 164,310 | I | See footnote(3) | |||||||
| Common Stock, $0.00001 par value | 16,260,163 | I | See footnote(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 Units | (5) | 05/12/2025 | A | 12,111 | (6) | (6) | Common Stock | 12,111 | $0.00 | 12,111 | D(8) | ||||
| Restricted Stock Units | (5) | 05/12/2025 | M | 14,523 | (7) | (7) | Common Stock | 14,523 | $0.00 | 0 | D(8) | ||||
| Explanation of Responses: |
| 1. The Reporting Person has agreed to transfer the shares of Common Stock to certain of the Affinity Funds (as defined below). The Reporting Person disclaims beneficial ownership over these shares. |
| 2. Represents 16,247,069 shares held directly by Affinity Partners Parallel Fund I LP ("Parallel Fund I"). Affinity Partners GP LP ("GP") is the general partner of Parallel Fund I. A Fin Management LLC ("A Fin") is the investment manager of the GP. Jared Kushner is the Chief Executive Officer of A Fin. Accordingly, Mr. Kushner may be deemed to share voting and dispositive power over the shares held directly by Parallel Fund I. Mr. Kushner disclaims beneficial ownership over these shares. |
| 3. Represents 164,310 shares held directly by Affinity Partners Fund I LP ("Fund I"). GP is the general partner of Fund I. A Fin is the investment manager of the GP. Jared Kushner is the Chief Executive Officer of A Fin. Accordingly, Mr. Kushner may be deemed to share voting and dispositive power over the shares held directly by Fund I. Mr. Kushner disclaims beneficial ownership over these shares. |
| 4. Represents 16,260,163 shares held directly by Affinity QXO 1 LLC ("Affinity QXO"). Affinity QXO is owned by Fund I, Parallel Fund I, Affinity Partners Fund I Co-Invest Delta LP ("Delta"), Affinity Partners Fund I Co-Invest Delta II LP ("Delta II"), Affinity Partners Fund I Co-Invest Sigma LP ("Sigma") and Affinity Partners Fund I Co-Invest Sigma II LP ("Sigma II", together with Fund I, Parallel Fund I, Delta, Delta II and Sigma, the "Affinity Funds"). GP is the general partner of Fund I and Parallel Fund I. Affinity Partners Fund I Co-Invest GP LP ("Co-Invest GP") is the general partner of Delta, Delta II, Sigma and Sigma II. A Fin is the investment manager of the Affinity Funds. Jared Kushner is the Chief Executive Officer of A Fin and the controlling owner of the GP and the Co-Invest GP. Accordingly, Mr. Kushner may be deemed to share voting and dispositive power over the shares held directly by Affinity QXO. Mr. Kushner disclaims beneficial ownership over these shares. |
| 5. Each restricted stock unit ("RSU") represents a contingent right to receive, upon settlement, one share of Common Stock. |
| 6. The RSUs vest in full on the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continued service as a director of the Issuer. |
| 7. On July 30, 2024, the Reporting Person was granted RSUs that vested and settled in full on the date of the Issuer's 2025 Annual Meeting of Stockholders. |
| 8. The Reporting Person has agreed to transfer the shares of Common Stock underlying the RSUs that vest and settle to certain of the Affinity Funds. The Reporting Person disclaims beneficial ownership over the shares underlying the RSUs. |
| /s/ Christopher Signorello, as Attorney-in-Fact | 05/14/2025 | |
| ** 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 Number. | ||