Sec Form 13G Filing - MFN Partners LP filing for XPO Inc. (XPO) - 2022-03-21

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.

  Name of Reporting Person:

  MFN Partners, LP

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,075,369

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,075,369

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  6,075,369

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.3%*

  TYPE OF REPORTING PERSON

  PN

Based on 114,793,197 shares of Common Stock outstanding as of February 11, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 16, 2022.

  Names of Reporting Person:

  MFN Partners GP, LLC

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,075,369

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,075,369

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  6,075,369

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.3%*

  TYPE OF REPORTING PERSON

  OO

Based on 114,793,197 shares of Common Stock outstanding as of February 11, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 16, 2022.

  Names of Reporting Person:

  MFN Partners Management, LP

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,075,369

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,075,369

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  6,075,369

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.3%*

  TYPE OF REPORTING PERSON

  IA, PN

Based on 114,793,197 shares of Common Stock outstanding as of February 11, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 16, 2022.

  Names of Reporting Person:

  MFN Partners Management, LLC

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,075,369

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,075,369

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  6,075,369

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.3%*

  TYPE OF REPORTING PERSON

  OO

Based on 114,793,197 shares of Common Stock outstanding as of February 11, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 16, 2022.

  Names of Reporting Person:

  Michael F. DeMichele

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,075,369

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,075,369

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  6,075,369

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.3%*

  TYPE OF REPORTING PERSON

  IN

Based on 114,793,197 shares of Common Stock outstanding as of February 11, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 16, 2022.

  Names of Reporting Person:

  Farhad Nanji

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,075,369

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,075,369

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  6,075,369

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.3%*

  TYPE OF REPORTING PERSON

  IN

Based on 114,793,197 shares of Common Stock outstanding as of February 11, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 16, 2022.

Address of Issuer’s Principal Executive Offices:

Five American Lane, Greenwich, CT 06831

Name of Persons Filing:

This Schedule 13G is being filed by and on behalf of (i) MFN Partners, LP (the “Partnership”); (ii) MFN Partners GP, LLC (“MFN GP”), as the general partner of the Partnership; (iii) MFN Partners Management, LP (“MFN Management”), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC (“MFN LLC”), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member of MFN GP and of MFN LLC (each, a “Reporting Person” and collectively, the “Reporting Persons”).

Address of Principal Business Office, or if None, Residence:

c/o MFN Partners Management, LP, 222 Berkeley Street, 13^th Floor, Boston, MA 02116

Citizenship:

The Partnership is a Delaware limited partnership. MFN GP is a Delaware limited liability company. MFN Management is a Delaware limited partnership. MFN LLC is a Delaware limited liability company. Michael F. DeMichele is a citizen of the United States and Farhad Nanji is citizen of Canada.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

Not Applicable.

Ownership:

(a) through (c):

The information requested herein is incorporated by reference to the cover pages to this Schedule 13G.

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.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.