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).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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1. Name and Address of Reporting Person * MFN Partners, LP 2. Issuer Name and Ticker or Trading Symbol RXO, Inc. [RXO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 222 BERKELEY STREET, 13TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) (Street) BOSTON MA 02116 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
MFN Partners, LP 222 BERKELEY STREET, 13TH FLOOR BOSTON, MA02116
MFN Partners GP, LLC 222 BERKELEY STREET, 13TH FLOOR BOSTON, MA02116
MFN Partners Management, LP 222 BERKELEY STREET, 13TH FLOOR BOSTON, MA02116
MFN Partners Management, LLC 222 BERKELEY STREET, 13TH FLOOR BOSTON, MA02116
DeMichele Michael 222 BERKELEY STREET, 13TH FLOOR BOSTON, MA02116
NANJI FARHAD 222 BERKELEY STREET, 13TH FLOOR BOSTON, MA02116

Signatures

MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	2024-05-08
**Signature of Reporting Person	Date
MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	2024-05-08
**Signature of Reporting Person	Date
MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	2024-05-08
**Signature of Reporting Person	Date
MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	2024-05-08
**Signature of Reporting Person	Date
MICHAEL F. DEMICHELE, By: /s/ Michael F. DeMichele	2024-05-08
**Signature of Reporting Person	Date
FARHAD NANJI, By: /s/ Farhad Nanji	2024-05-08
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(1)	MFN Partners, LP (the "Partnership") is the holder of the securities reported herein. MFN Partners GP, LLC ("MFN GP") is the general partner of the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the general partner of MFN Management. Farhad Nanji and Michael F. DeMichele are managing members of MFN GP and MFN LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest, if any, therein.

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.

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