RXO Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 17:03

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BRADLEY S JACOBS
2. Issuer Name and Ticker or Trading Symbol
RXO, Inc. [RXO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RXO, INC., 11215 N. COMMUNITY HOUSE ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024
(Street)
CHARLOTTE, NC 28277 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 12/31/2024 M 1,174,495(1) A $ 0 1,598,436 D
Common Stock 12/31/2024 F(2) 544,261 D(2) $23.84 1,054,175 D
Common Stock 1,300,701 I See footnote(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Unit (4) 12/31/2024 M 1,174,495 (1) (1) Common Stock 1,174,495 $ 0 8,045 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRADLEY S JACOBS
C/O RXO, INC.
11215 N. COMMUNITY HOUSE ROAD
CHARLOTTE, NC 28277 		X

Signatures

/s/ Jeffrey D. Firestone, Attorney-in-Fact 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards by XPO Logistics, Inc. ("XPO"). On November 1, 2022, XPO completed a distribution of all of the outstanding shares of common stock of RXO Inc. to XPO stockholders (the "Distribution"). Contingent upon and effective upon the completion of the Distribution, the PSU awards were converted into a single time-based vesting RSU award that vested on December 31, 2024. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025.
(2) No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Performance Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled as originally scheduled, and there were no related discretionary transactions or open market sales.
(3) Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of Jacobs Private Equity, LLC.
(4) Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.