Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
QXO, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
82846H405 (CUSIP Number) |
Jacobs Private Equity II, LLC Bradley S. Jacobs, Five American Lane Greenwich, CT, 06831 203-413-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Jacobs Private Equity II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
394,218,132.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) JPE (as defined below) beneficially owns 394,218,132 Shares (as defined below), which includes (i) 900,000 shares of Preferred Stock (as defined below), which are initially convertible into an aggregate of 197,109,067 Shares at an initial conversion price of $4.566, subject to customary anti-dilution adjustments, and (ii) 197,109,065 warrants to purchase Shares ("Warrants"), which are initially exercisable for an aggregate of 197,109,065 Shares, at an exercise price of $4.566 per share with respect to 50% of the Warrants, $6.849 per share with respect to 25% of the Warrants, and $13.698 per share with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments. Bradley S. Jacobs has indirect beneficial ownership of such Shares as a result of being the Managing Member of JPE.(2) Percentage ownership is calculated based on (i) 409,430,195 Shares outstanding, as reported by the Company (as defined below) in its Proxy Statement on Schedule 14A filed with the SEC (as defined below) on April 2, 2025, plus (ii) 394,218,132 Shares issuable upon conversion of all outstanding Preferred Stock and exercise of the Warrants by the Reporting Persons (as defined below).
SCHEDULE 13D
|
| CUSIP No. | 82846H405
|
| 1 |
Name of reporting person
Bradley S. Jacobs | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
394,218,132.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) JPE beneficially owns 394,218,132 Shares, which includes (i) 900,000 shares of Preferred Stock, which are initially convertible into an aggregate of 197,109,067 Shares at an initial conversion price of $4.566, subject to customary anti-dilution adjustments, and (ii) 197,109,065 Warrants, which are initially exercisable for an aggregate of 197,109,065 Shares, at an exercise price of $4.566 per share with respect to 50% of the Warrants, $6.849 per share with respect to 25% of the Warrants, and $13.698 per share with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments. Bradley S. Jacobs has indirect beneficial ownership of such Shares as a result of being the Managing Member of JPE.(2) Percentage ownership is calculated based on (i) 409,430,195 Shares outstanding, as reported by the Company in its Proxy Statement on Schedule 14A filed with the SEC on April 2, 2025, plus (ii) 394,218,132 Shares issuable upon conversion of all outstanding Preferred Stock and exercise of the Warrants by the Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
QXO, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
FIVE AMERICAN LANE, GREENWICH,
CONNECTICUT
, 06831. | |
Item 1 Comment:
This Amendment No. 4 amends the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the "SEC") by Jacobs Private Equity II, LLC, a Delaware limited liability company ("JPE"), and Bradley S. Jacobs ("Jacobs" and, together with JPE, the "Reporting Persons") on December 13, 2023, as amended by Amendment No. 1, filed April 15, 2024, Amendment No. 2, filed June 6, 2024 and Amendment No. 3, filed June 17, 2024 (collectively, the "Schedule 13D"), relating to the common stock, par value $0.00001 per share (the "Shares"), of QXO, Inc., a Delaware corporation (the "Company"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to include the following:Lock-Up AgreementsOn April 16, 2025, JPE and Jacobs each entered into a "lock-up" agreement (the "Lock-Up Agreements") with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (collectively, the "Underwriters"). Pursuant to the terms of the Lock-Up Agreements, the Reporting Persons have agreed, without the prior consent of the Underwriters, to not, during the period commencing on April 16, 2025 and ending 90 days after the date of the final prospectus relating to the Company's public offering of Shares (the "Lock-Up Period"), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or shares of the Company's preferred stock, par value $0.001 per share ("Preferred Stock"), in each case, beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or any other securities so owned convertible into or exercisable or exchangeable for Shares or Preferred Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or Preferred Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares, Preferred Stock or such other securities, in cash or otherwise. Such restrictions in the Lock-Up Agreements are subject to customary exceptions.The foregoing summary of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, a copy of which is attached as Exhibit 99.12 hereto and is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented to include the following:Exhibit 99.12 - Form of Lock-Up Agreement, dated April 16, 2025. | ||
| SIGNATURE | |
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.
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