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