CUSIP No. 983793100
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
XPO, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
983793100
(CUSIP Number)
September 30, 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) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 983793100
| 1 | Name of Reporting Person: MFN Partners, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,425,369 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,425,369 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
11,425,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
2
CUSIP No. 983793100
| 1 | Names of Reporting Person: MFN Partners GP, LLC
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,425,369 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,425,369 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
11,425,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
3
CUSIP No. 983793100
| 1 | Names of Reporting Person: MFN Partners Management, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,425,369 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,425,369 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
11,425,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IA, PN | |||||
4
CUSIP No. 983793100
| 1 | Names of Reporting Person: MFN Partners Management, LLC
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,425,369 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,425,369 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
11,425,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
5
CUSIP No. 983793100
| 1 | Names of Reporting Person: Michael F. DeMichele
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,425,369 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,425,369 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
11,425,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
6
CUSIP No. 983793100
| 1 | Names of Reporting Person: Farhad Nanji
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,425,369 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,425,369 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
11,425,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
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CUSIP No. 983793100
AMENDMENT NO. 2 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on March 21, 2022 and Amendment No. 1 thereto on August 12, 2022 (as so amended, the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.
The following Items of the Schedule 13G are hereby amended and restated as follows:
Item 1(a). Name of Issuer
The Issuer changed its name from XPO Logistics, Inc. to XPO, Inc. effective December 19, 2022.
Item 4. Ownership
(a) through (c):
The information requested by these paragraphs is incorporated by reference to the cover pages to this Amendment No. 2 to Schedule 13G. Percentage ownership is based on 116,000,000 shares of Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2024.
The shares reported herein are directly held by the Partnership. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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CUSIP No. 983793100
SIGNATURES
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.
Dated: November 12, 2024
| MFN PARTNERS, LP | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS GP, LLC | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS MANAGEMENT, LP | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS MANAGEMENT, LLC | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| FARHAD NANJI | ||
/s/ Farhad Nanji | ||
| Farhad Nanji, individually | ||
| MICHAEL F. DEMICHELE | ||
/s/ Michael F. DeMichele | ||
| Michael F. DeMichele, individually | ||
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