0001140361-17-011094.txt : 20170308 0001140361-17-011094.hdr.sgml : 20170308 20170308211823 ACCESSION NUMBER: 0001140361-17-011094 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170306 FILED AS OF DATE: 20170308 DATE AS OF CHANGE: 20170308 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: 1225 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hilal Paul C CENTRAL INDEX KEY: 0001413084 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 17676618 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: MR Argent GP LLC CENTRAL INDEX KEY: 0001695465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 17676619 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 Advisor LLC CENTRAL INDEX KEY: 0001695460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 17676620 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: Mantle Ridge LP CENTRAL INDEX KEY: 0001695459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 17676621 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 3 1 doc1.xml FORM 3 X0206 3 2017-03-06 0 0000277948 CSX CORP CSX 0001695459 Mantle Ridge LP 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 1 0 0 0 0001695460 MR Argent Advisor LLC 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 1 0 0 0 0001695465 MR Argent GP LLC 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 1 0 0 0 0001413084 Hilal Paul C 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 106 D Common Stock 7 I See footnotes Call Option (right to buy) 27.78 2017-01-09 2017-03-09 Purchase Contract 937523 I See footnotes Call Option (right to buy) 27.98 2017-01-10 2017-03-10 Purchase Contract 981689 I See footnotes Call Option (right to buy) 28.36 2017-01-11 2017-03-10 Purchase Contract 2791488 I See footnotes Call Option (right to buy) 28.53 2017-01-12 2017-03-13 Purchase Contract 2488349 I See footnotes Call Option (right to buy) 28.77 2017-01-13 2017-03-13 Purchase Contract 3138793 I See footnotes Call Option (right to buy) 28.51 2017-01-17 2017-03-17 Purchase Contract 1725483 I See footnotes Call Option (right to buy) 27.73 2017-01-18 2017-03-17 Purchase Contract 1706179 I See footnotes Purchase Contract (obligation to buy) 30.90 2016-10-07 2018-10-09 Common Stock 1201138 I See footnotes Purchase Contract (obligation to buy) 30.85 2016-10-10 2018-10-10 Common Stock 1276136 I See footnotes Purchase Contract (obligation to buy) 30.50 2016-12-09 2018-12-07 Common Stock 2013062 I See footnotes Purchase Contract (obligation to buy) 30.23 2016-12-12 2018-12-12 Common Stock 2377838 I See footnotes Purchase Contract (obligation to buy) 30.79 2016-12-12 2018-12-12 Common Stock 2320154 I See footnotes Purchase Contract (obligation to buy) 31.21 2016-12-13 2018-12-13 Common Stock 2179655 I See footnotes Purchase Contract (obligation to buy) 37.14 2016-12-13 2018-12-13 Common Stock 211000 I See footnotes Purchase Contract (obligation to buy) 36.95 2016-12-14 2018-12-14 Common Stock 572700 I See footnotes Purchase Contract (obligation to buy) 31.00 2016-12-16 2018-12-17 Common Stock 593285 I See footnotes Purchase Contract (obligation to buy) 31.06 2016-12-16 2018-12-17 Common Stock 938626 I See footnotes Purchase Contract (obligation to buy) 37.02 2016-12-27 2018-12-27 Common Stock 208000 I See footnotes Purchase Contract (obligation to buy) 36.82 2016-12-28 2018-12-28 Common Stock 51000 I See footnotes Purchase Contract (obligation to buy) 36.27 2017-01-17 2019-01-17 Common Stock 4000000 I See footnotes Purchase Contract (obligation to buy) 37.23 2017-01-18 2019-01-18 Common Stock 295000 I See footnotes Purchase Contract (obligation to buy) 30.63 2017-02-21 2019-02-21 Common Stock 2246491 I See footnotes Purchase Contract (obligation to buy) 31.30 2017-02-21 2019-02-21 Common Stock 1077512 I See footnotes Purchase Contract (obligation to buy) 36.84 2017-02-21 2019-02-21 Common Stock 572000 I See footnotes Purchase Contract (obligation to buy) 36.66 2017-02-22 2019-02-22 Common Stock 483000 I See footnotes Purchase Contract (obligation to buy) 30.51 2017-03-01 2019-03-01 Common Stock 1606731 I See footnotes Purchase Contract (obligation to buy) 30.60 2017-03-01 2019-03-01 Common Stock 1103772 I See footnotes Purchase Contract (obligation to buy) 30.62 2017-03-01 2019-03-01 Common Stock 1592095 I See footnotes Purchase Contract (obligation to buy) 30.66 2017-03-01 2019-03-01 Common Stock 995816 I See footnotes Purchase Contract (obligation to buy) 30.76 2017-03-01 2019-03-01 Common Stock 533726 I See footnotes In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 3 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 securities reported on this Form 3 (the "Subject Securities"). All Subject Securities reported on this Form 3 are rounded up to the nearest whole share. Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge. 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 Mantle Ridge Funds have entered into call option contracts, pursuant to which, during the option term, they have a right to buy purchase contracts with respect to Issuer common stock. Under such purchase contracts, the Mantle Ridge Funds would have (if the option were exercised) the obligation to buy a specified number of Issuer common stock at a fixed exercise price on or prior to the maturity date of such purchase contract. The amount shown in column 3 is the number of shares of Issuer common stock underlying the purchase contract applicable to the option. The amount shown in column 4 is the exercise price of the call option per share of Issuer common stock, which may be different from the exercise price per share of Issuer common stock underlying the purchase contract applicable to the option. Multiple Forms Filed, 1 of 2 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 2017-03-08 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 2017-03-08 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 2017-03-08 /s/ Paul C. Hilal, Paul C. Hilal 2017-03-08