MFN Partners, LP - Aug 12, 2024 Form 4 Insider Report for RXO, Inc. (RXO)

Role: 10%+ Owner
Signature: MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person
Stock symbol: RXO
Transactions as of: Aug 12, 2024
Transactions value $: $259,179,041
Form type: 4
Date filed: 8/14/2024, 04:16 PM
Previous filing: Jul 29, 2024
Next filing: Aug 28, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Purchase	$207M	+10.3M	+59.31%	$20.21	27.6M	Aug 12, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RXO	Warrant to Purchase Common Stock	Purchase	$51.7M	+2.56M		$20.20	2.56M	Aug 12, 2024	Common Stock	2.56M	$0.01	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	MFN Partners, LP (the "Partnership") is the holder of the securities reported herein. MFN Partners GP, LLC ("MFN GP") is the general partner of the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the general partner of MFN Management. Farhad Nanji and Michael F. DeMichele are managing members of MFN GP and MFN LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest, if any, therein.
F2	This Warrant can only be exercised to the extent that following such exercise the Partnership's beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%. The Warrant has no expiration date. This does not include an additional warrant for 2,018,574 shares of Common Stock with an exercise price of $0.01 and no expiration date, which becomes exercisable immediately upon the stockholders of the Issuer approving the issuance of the shares underlying that warrant pursuant to the applicable rules and regulations of the New York Stock Exchange. Upon such approval, that warrant can only be exercised to the extent that following such exercise the Partnership's beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%.

Content

MFN Partners, LP (the "Partnership") is the holder of the securities reported herein. MFN Partners GP, LLC ("MFN GP") is the general partner of the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the general partner of MFN Management. Farhad Nanji and Michael F. DeMichele are managing members of MFN GP and MFN LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest, if any, therein.

This Warrant can only be exercised to the extent that following such exercise the Partnership's beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%. The Warrant has no expiration date. This does not include an additional warrant for 2,018,574 shares of Common Stock with an exercise price of $0.01 and no expiration date, which becomes exercisable immediately upon the stockholders of the Issuer approving the issuance of the shares underlying that warrant pursuant to the applicable rules and regulations of the New York Stock Exchange. Upon such approval, that warrant can only be exercised to the extent that following such exercise the Partnership's beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%.