0000899243-19-025793.txt : 20191021 0000899243-19-025793.hdr.sgml : 20191021 20191021080053 ACCESSION NUMBER: 0000899243-19-025793 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191017 FILED AS OF DATE: 20191021 DATE AS OF CHANGE: 20191021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hilal Paul C CENTRAL INDEX KEY: 0001413084 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 191158780 MAIL ADDRESS: STREET 1: PERSHING SQUARE CAPITAL MANAGEMENT, L.P. STREET 2: 888 SEVENTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mantle Ridge LP CENTRAL INDEX KEY: 0001695459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 191158781 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, SUITE 17F CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-762-8540 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, SUITE 17F CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MR Argent Advisor LLC CENTRAL INDEX KEY: 0001695460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 191158782 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-762-8540 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MR Argent GP LLC CENTRAL INDEX KEY: 0001695465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 191158783 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-762-8540 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 WATER STREET STREET 2: 15TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043593200 MAIL ADDRESS: STREET 1: 500 WATER STREET STREET 2: 15TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-10-17 0 0000277948 CSX CORP CSX 0001695459 Mantle Ridge LP 712 FIFTH AVENUE SUITE 17F NEW YORK NY 10019 1 0 0 0 0001695460 MR Argent Advisor LLC 712 FIFTH AVENUE SUITE 17F NEW YORK NY 10019 1 0 0 0 0001695465 MR Argent GP LLC 712 FIFTH AVENUE SUITE 17F NEW YORK NY 10019 1 0 0 0 0001413084 Hilal Paul C 712 FIFTH AVENUE SUITE 17F NEW YORK NY 10019 1 0 0 0 Common Stock 2019-10-17 4 S 0 3453894 67.91 D 34595158 I See footnotes Common Stock 2019-10-17 4 J 0 34490589 D 3476148 I See footnotes Common Stock 2019-10-17 4 G 0 36813 D 3439335 I See footnote Common Stock 8263 D Cash-Settled Equity Swaps 2019-10-17 4 J 1 11 D Common Stock 639439 0 I See footnotes The Reporting Persons (as defined below) sold the shares reported as sold in this Form 4 in order to repay Mantle Ridge Fund obligations under a secured credit facility. The Reporting Persons have no current plans to sell any additional shares of the Issuer, although they reserve the right to do so in their discretion. Paul C. Hilal continues to serve as a director and as Vice Chairman of the Board of the Issuer. In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. The Reporting Persons effected a series of pro rata distributions to direct and indirect owners of the Mantle Ridge Funds. No consideration was paid in connection with these distributions. Reflects shares contributed by Mr. Hilal to certain charitable organizations. Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith. MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its managing member, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal Paul C. Hilal, Sole Member 2019-10-21 MR ARGENT ADVISOR LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its managing member, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 2019-10-21 MR ARGENT GP LLC, By: MR GP HoldCo LLC, its managing member, By: MR GP HoldCo MM LLC, its managing member, By: PCH MR GP Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 2019-10-21 /s/ Paul C. Hilal, Paul C. Hilal 2019-10-21