Jacobs Private Equity II, LLC - Jun 6, 2024 Form 3 Insider Report for QXO, Inc. (QXO)

Role
Director, 10%+ Owner
Signature
/s/ Christopher J. Signorello, as Attorney-in-fact
Stock symbol
QXO
Transactions as of
Jun 6, 2024
Transactions value $
$0
Form type
3
Date filed
6/17/2024, 05:15 PM

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
holding QXO See footnote Jun 6, 2024 Common Stock, $0.00001 par value per share 197M $4.57 Direct F1, F2, F3, F4
holding QXO Warrants Jun 6, 2024 Common Stock, $0.00001 par value per share 98.6M $4.57 Direct F5, F6
holding QXO Warrants Jun 6, 2024 Common Stock, $0.00001 par value per share 49.3M $6.85 Direct F7, F8
holding QXO Warrants Jun 6, 2024 Common Stock, $0.00001 par value per share 49.3M $13.70 Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Convertible Perpetual Preferred Stock, $0.001 par value per share (the "Preferred Stock").
F2 The Preferred Stock has no expiration date.
F3 Represents 197,109,067 shares of Common Stock initially issuable upon conversion of 900,000 shares of Preferred Stock, subject to adjustment as set forth in the Certificate of Designation of Convertible Perpetual Preferred Stock of QXO, Inc., filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K (the "Form 8-K") filed with the SEC on June 6, 2024 (the "Certificate of Designation").
F4 The initial conversion price of the Preferred Stock is $4.566 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation.
F5 Represents 98,554,533 shares of Common Stock initially issuable upon the exercise of 98,554,533 Warrants with an exercise price of $4.566, subject to adjustment as set forth in the Form of Warrant Certificate filed as Exhibit 4.4 to the Form 8-K (the "First Warrant Certificate"). The Warrants issued pursuant to the First Warrant Certificate represent 50% of the Warrants.
F6 The initial exercise price of the Warrants issued pursuant to the First Warrant Certificate is $4.566 per share of Common Stock, subject to adjustment as set forth in the First Warrant Certificate. The Warrants are exercisable either for cash or on a cashless basis.
F7 Represents 49,277,266 shares of Common Stock initially issuable upon the exercise of 49,277,266 Warrants with an exercise price of $6.849, subject to adjustment as set forth in the Form of Warrant Certificate filed as Exhibit 4.2 to the Form 8-K (the "Second Warrant Certificate"). The Warrants issued pursuant to the Second Warrant Certificate represent 25% of the Warrants.
F8 The initial exercise price of the Warrants issued pursuant to the Second Warrant Certificate is $6.849 per share of Common Stock, subject to adjustment as set forth in the Second Warrant Certificate. The Warrants are exercisable either for cash or on a cashless basis.
F9 Represents 49,277,266 shares of Common Stock initially issuable upon the exercise of 49,277,266 Warrants with an exercise price of $13.698, subject to adjustment as set forth in the Form of Warrant Certificate filed as Exhibit 4.3 to the Form 8-K (the "Third Warrant Certificate"). The Warrants issued pursuant to the Third Warrant Certificate represent 25% of the Warrants.
F10 The initial exercise price of the Warrants issued pursuant to the Third Warrant Certificate is $13.698 per share of Common Stock, subject to adjustment as set forth in the Third Warrant Certificate. The Warrants are exercisable either for cash or on a cashless basis.

Remarks:

See Exhibit 24, Power of Attorney, attached.