Sec Form 3 Filing - Jacobs Private Equity II, LLC @ QXO, Inc. - 2024-06-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jacobs Private Equity II, LLC 2. Issuer Name and Ticker or Trading Symbol QXO, Inc. [ QXO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O QXO, INC., FIVE AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2024 (Street) GREENWICH, CT06831 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 See footnote ( 1 ) $ 4.566 ( 4 ) 06/06/2024 ( 2 ) Common Stock, $0.00001 par value per share 197,109,067 ( 3 ) D Warrants $ 4.566 ( 6 ) 06/06/2024 06/06/2034 Common Stock, $0.00001 par value per share 98,554,533 ( 5 ) D Warrants $ 6.849 ( 8 ) 06/06/2024 06/06/2034 Common Stock, $0.00001 par value per share 49,277,266 ( 7 ) D Warrants $ 13.698 ( 10 ) 06/06/2024 06/06/2034 Common Stock, $0.00001 par value per share 49,277,266 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jacobs Private Equity II, LLC C/O QXO, INC. FIVE AMERICAN LANE GREENWICH, CT06831 X X Signatures /s/ Christopher J. Signorello, as Attorney-in-fact 06/17/2024 Signature of Reporting Person Date

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 197,109,067 shares of Common Stock initially issuable upon conversion of 900,000 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 98,554,533 shares of Common Stock initially issuable upon the exercise of 98,554,533 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 49,277,266 shares of Common Stock initially issuable upon the exercise of 49,277,266 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 49,277,266 shares of Common Stock initially issuable upon the exercise of 49,277,266 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.

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).

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