RXO (RXO) Form 4 RXO / FARHAD NANJI ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

MFN Partners, LP

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RXO, Inc. [ RXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/08/2024		P		919,720	A	$21.04(1)	14,675,369	D(2)
Common Stock	02/09/2024		P		913,186	A	$20.29	15,588,555	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

MFN Partners, LP

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MFN Partners GP, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MFN Partners Management, LP

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MFN Partners Management, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DeMichele Michael

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NANJI FARHAD

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. 500,000 of the shares were purchased at $21.28 and 419,720 of the shares were purchased at $20.75.

2. 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.

	MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/12/2024
	MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/12/2024
	MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/12/2024
	MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/12/2024
	MICHAEL F. DEMICHELE, By: /s/ Michael F. DeMichele	02/12/2024
	FARHAD NANJI, By: /s/ Farhad Nanji	02/12/2024
	** 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).
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