0001140361-17-011306.txt : 20170309
0001140361-17-011306.hdr.sgml : 20170309
20170309194002
ACCESSION NUMBER: 0001140361-17-011306
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170307
FILED AS OF DATE: 20170309
DATE AS OF CHANGE: 20170309
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08022
FILM NUMBER: 17679912
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08022
FILM NUMBER: 17679913
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08022
FILM NUMBER: 17679914
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08022
FILM NUMBER: 17679915
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
4
1
doc1.xml
FORM 4
X0306
4
2017-03-07
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
2017-03-07
4
X
0
3138792
38.90
A
40578889
I
See footnotes
Common Stock
2017-03-07
4
X
0
1154797
38.55
A
41733686
I
See footnotes
Common Stock
2017-03-07
4
X
0
1401152
37.49
A
43134838
I
See footnotes
Common Stock
2017-03-07
4
S
0
58537
48.57
D
43076301
I
See footnotes
Common Stock
2017-03-07
4
S
0
431915
48.57
D
42644386
I
See footnotes
Common Stock
2017-03-07
4
S
0
362933
48.57
D
42281453
I
See footnotes
Common Stock
2017-03-07
4
S
0
143750
48.57
D
42137703
I
See footnotes
Common Stock
2017-03-07
4
S
0
732343
48.57
D
41405360
I
See footnotes
Common Stock
106
D
Call Option (right to buy)
27.78
2017-03-07
4
X
0
937523
0
D
2017-01-09
2017-03-09
Purchase Contract
937523
0
I
See footnotes
Call Option (right to buy)
27.98
2017-03-07
4
X
0
981688
0
D
2017-01-10
2017-03-10
Purchase Contract
981688
0
I
See footnotes
Call Option (right to buy)
28.36
2017-03-07
4
X
0
2791487
0
D
2017-01-11
2017-03-10
Purchase Contract
2791487
0
I
See footnotes
Call Option (right to buy)
28.53
2017-03-07
4
X
0
2488348
0
D
2017-01-12
2017-03-13
Purchase Contract
2488348
0
I
See footnotes
Call Option (right to buy)
28.77
2017-03-07
4
X
0
3138792
0
D
2017-01-13
2017-03-13
Purchase Contract
3138792
0
I
See footnotes
Call Option (right to buy)
28.51
2017-03-07
4
X
0
1725483
0
D
2017-01-17
2017-03-17
Purchase Contract
1725483
0
I
See footnotes
Call Option (right to buy)
27.73
2017-03-07
4
X
0
1706179
0
D
2017-01-18
2017-03-17
Purchase Contract
1706179
0
I
See footnotes
Purchase contract (obligation to buy)
37.56
2017-03-07
4
X
0
937523
0
A
2017-03-07
2019-03-07
Common Stock
937523
937523
I
See footnotes
Purchase contract (obligation to buy)
37.83
2017-03-07
4
X
0
981688
0
A
2017-03-07
2019-03-07
Common Stock
981688
981688
I
See footnotes
Purchase contract (obligation to buy)
38.35
2017-03-07
4
X
0
2791487
0
A
2017-03-07
2019-03-07
Common Stock
2791487
2791487
I
See footnotes
Purchase contract (obligation to buy)
38.57
2017-03-07
4
X
0
2488348
0
A
2017-03-07
2019-03-07
Common Stock
2488348
2488348
I
See footnotes
Purchase contract (obligation to buy)
38.90
2017-03-07
4
X
0
3138792
0
A
2017-03-07
2019-03-07
Common Stock
3138792
3138792
I
See footnotes
Purchase contract (obligation to buy)
38.55
2017-03-07
4
X
0
1725483
0
A
2017-03-07
2019-03-07
Common Stock
1725483
1725483
I
See footnotes
Purchase contract (obligation to buy)
37.49
2017-03-07
4
X
0
1706179
0
A
2017-03-07
2019-03-07
Common Stock
1706179
1706179
I
See footnotes
Purchase contract (obligation to buy)
37.56
2017-03-07
4
S
0
427013
48.58
D
2017-03-07
2019-03-07
Common Stock
510511
510511
I
See footnotes
Purchase contract (obligation to buy)
38.55
2017-03-07
4
S
0
570686
48.58
D
2017-03-07
2019-03-07
Common Stock
1154797
1154797
I
See footnotes
Purchase contract (obligation to buy)
37.49
2017-03-07
4
S
0
305027
48.58
D
2017-03-07
2019-03-07
Common Stock
1401152
1401152
I
See footnotes
Purchase contract (obligation to buy)
30.90
2017-03-07
4
X
0
1201138
0
D
2016-10-07
2018-10-09
Common Stock
1201138
0
I
See footnotes
Purchase contract (obligation to buy)
30.85
2017-03-07
4
X
0
1276136
0
D
2016-10-10
2018-10-10
Common Stock
1276136
0
I
See footnotes
Purchase contract (obligation to buy)
30.50
2017-03-07
4
X
0
2013062
0
D
2016-12-09
2018-12-07
Common Stock
2013062
0
I
See footnotes
Purchase contract (obligation to buy)
30.23
2017-03-07
4
X
0
2377838
0
D
2016-12-12
2018-12-12
Common Stock
2377838
0
I
See footnotes
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 securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 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.
Certain of the purchase contracts exercised by the Mantle Ridge Funds included a net settlement feature.
The Mantle Ridge Funds have exercised call option contracts, pursuant to which they had a right to buy purchase contracts with respect to Issuer common stock. Under such purchase contracts, the Mantle Ridge Funds have (following exercise of the option) 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 7 is the number of shares of Issuer common stock underlying the purchase contract applicable to the option. The amount shown in column 2 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.
These purchase contracts were acquired pursuant to the exercise of call options.
Certain of the call options exercised by the Mantle Ridge Funds included a net settlement feature.
Multiple Forms Filed, 2 of 3
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
2017-03-09
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
2017-03-09
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
2017-03-09
/s/ Paul C. Hilal, Paul C. Hilal
2017-03-09