MFN Partners, LP - Dec 5, 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
Dec 5, 2024
Transactions value $
$40,775,195
Form type
4
Date filed
12/9/2024, 04:09 PM
Previous filing
Nov 8, 2024

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 Other $40.8M +2.02M +78.89% $20.20 4.58M Dec 5, 2024 Common Stock 2.02M $0.01 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Warrant reported herein was purchased on August 12, 2024. Exercise of the Warrant was subject to the approval by the stockholders of the Issuer of the issuance of the underlying shares of Common Stock, pursuant to the applicable rules and regulations of the New York Stock Exchange. Such approval was obtained on December 5, 2024.
F2 The Warrant is immediately exercisable but can only be exercised 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 Warrant has no expiration date.
F3 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.