0001140361-17-011098.txt : 20170308
0001140361-17-011098.hdr.sgml : 20170308
20170308212043
ACCESSION NUMBER: 0001140361-17-011098
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: 17676632
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: 17676633
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: 17676634
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: 17676635
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
Purchase Contract (obligation to buy)
36.61
2017-03-03
2019-03-04
Common Stock
190717
I
See footnotes
Purchase Contract (obligation to buy)
37.38
2017-03-06
2019-03-06
Common Stock
951576
I
See footnotes
Purchase Contract (obligation to buy)
37.63
2017-03-06
2019-03-06
Common Stock
1074036
I
See footnotes
Equity Swap
31.08
2018-10-09
Common Stock
60715
I
See footnotes
Equity Swap
31.03
2018-10-10
Common Stock
64505
I
See footnotes
Equity Swap
30.50
2018-12-07
Common Stock
61938
I
See footnotes
Equity Swap
30.23
2018-12-12
Common Stock
73162
I
See footnotes
Equity Swap
30.79
2018-12-12
Common Stock
90846
I
See footnotes
Equity Swap
31.21
2018-12-13
Common Stock
85345
I
See footnotes
Equity Swap
31.00
2018-12-17
Common Stock
24715
I
See footnotes
Equity Swap
31.06
2018-12-17
Common Stock
2374
I
See footnotes
Equity Swap
37.22
2019-01-18
Common Stock
107000
I
See footnotes
Call Option (right to buy)
27.73
2017-01-18
2017-03-17
Equity Swap
105629
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.
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 equity swap agreements with a broker pursuant to which a cash payment will be made by the broker to the Mantle Ridge Funds if the price of a share of Issuer common stock on a settlement date exceeds a certain price derived from the exercise price and a cash payment will be made by the Mantle Ridge Funds to the broker if the price of a share of Issuer common stock on a settlement date is less than a certain price derived from the exercise price.
The Mantle Ridge Funds have entered into a call option contract, pursuant to which, during the option term, they have a right to buy an equity swap with respect to Issuer common stock. Under such equity swap, the Mantle Ridge Funds would (if the option were exercised) become a party to a two-year term contract with a broker pursuant to which a cash payment will be made by the broker to the Mantle Ridge Funds if the price of a share of Issuer common stock on a settlement date exceeds a certain price and a cash payment will be made by the Mantle Ridge Funds to the broker if the price of a share of Issuer common stock on a settlement date is less than a certain price. The amount shown in column 3 is the number of shares of Issuer common stock underlying the equity swap. 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 underlying the equity swap.
Multiple Forms Filed, 2 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