SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Smith Sean Christopher

(Last)

(First)

(Middle)

C/O QXO, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2024

3. Issuer Name and Ticker or Trading Symbol
QXO, Inc. [ QXO ]

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

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

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
See footnote⁽¹⁾	06/06/2024	⁽²⁾	Common Stock, $0.00001 par value per share	164,257⁽³⁾	$4.566⁽⁴⁾	D
Warrants	06/06/2024	06/06/2034	Common Stock, $0.00001 par value per share	82,128⁽⁵⁾	$4.566⁽⁶⁾	D
Warrants	06/06/2024	06/06/2034	Common Stock, $0.00001 par value per share	41,064⁽⁷⁾	$6.849⁽⁸⁾	D
Warrants	06/06/2024	06/06/2034	Common Stock, $0.00001 par value per share	41,064⁽⁹⁾	$13.698⁽¹⁰⁾	D

Explanation of Responses:

1. Convertible Perpetual Preferred Stock, $0.001 par value per share (the "Preferred Stock").

2. The Preferred Stock has no expiration date.

3. Represents 164,257 shares of Common Stock initially issuable upon conversion of 750 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").

4. 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.

5. Represents 82,128 shares of Common Stock initially issuable upon the exercise of 82,128 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.

6. 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.

7. Represents 41,064 shares of Common Stock initially issuable upon the exercise of 41,064 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.

8. 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.

9. Represents 41,064 shares of Common Stock initially issuable upon the exercise of 41,064 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.

10. 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. Title: Interim Chief Financial Officer and Chief Accounting Officer

	/s/ Christopher J. Signorello, as Attorney-in-fact	06/17/2024
	** 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 5 (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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