-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SrbgXxuYHKqelgY74uztsrryqMQRZhFdI/u6/VTqH8WxWJU7mzE4nbdJnTsmCU1/ XHHbYlGMDIxbPwIHDXgMWg== 0001209191-09-024863.txt : 20090506 0001209191-09-024863.hdr.sgml : 20090506 20090506193101 ACCESSION NUMBER: 0001209191-09-024863 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090504 FILED AS OF DATE: 20090506 DATE AS OF CHANGE: 20090506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOHN CHRISTOPHER CENTRAL INDEX KEY: 0001440704 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 09803086 MAIL ADDRESS: STREET 1: C/O THE CHILDREN'S INVESTMENT FUND MGMT STREET 2: 7 CLIFFORD ST CITY: LONDON STATE: X0 ZIP: W1S 2WE 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: 1226 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: CHILDREN'S INVESTMENT MASTER FUND CENTRAL INDEX KEY: 0001441079 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 09803083 BUSINESS ADDRESS: STREET 1: PO BOX 309GT UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: BWI BUSINESS PHONE: 44 207 440 2330 MAIL ADDRESS: STREET 1: PO BOX 309GT UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: BWI REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. CENTRAL INDEX KEY: 0001441080 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 09803084 BUSINESS ADDRESS: STREET 1: PO BOX 309GT UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: BWI BUSINESS PHONE: 44 207 440 2330 MAIL ADDRESS: STREET 1: PO BOX 309GT UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: BWI REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Childrens Investment Fund Management (UK) LLP CENTRAL INDEX KEY: 0001362598 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 09803085 BUSINESS ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2WE BUSINESS PHONE: 44 207 440 2330 MAIL ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2WE 4 1 c84915_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-05-04 0000277948 CSX CORP CSX 0001440704 HOHN CHRISTOPHER C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON X0 W1S 2WE UNITED KINGDOM 1 0 0 1 See Remarks 0001362598 Childrens Investment Fund Management (UK) LLP C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON X0 W1S 2WE UNITED KINGDOM 0 0 0 1 See Remarks 0001441080 CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON X0 W1S 2WE UNITED KINGDOM 0 0 0 1 See Remarks 0001441079 CHILDREN'S INVESTMENT MASTER FUND C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON X0 W1S 2WE UNITED KINGDOM 0 0 0 1 See Remarks Common Stock, $1.00 par value (Common Stock) 2009-05-04 4 X 1 2000000 32.47 A 2000000 I See footnote Common Stock 2009-05-04 4 J 1 2000000 32.10 D 0 I See footnote Common Stock 2009-05-05 4 X 1 1250000 32.47 A 1250000 I See footnote Common Stock 2009-05-05 4 J 1 1250000 31.28 D 0 I See footnote Common Stock 5150 D Equity Swap (obligation to buy) 32.10 2009-05-04 4 X 1 1 0 D 2008-12-31 2009-07-31 Common Stock 2000000 1 I See footnote Equity Swap (obligation to buy) 31.28 2009-05-05 4 X 1 1 0 D 2008-12-31 2009-07-31 Common Stock 1250000 1 I See footnote A portion of the equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder. The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer. Shares of Common Stock previously reported as an exempt payment pursuant to Rule 16b-3 to Mr. Hohn of director's fees and/or annual retainer in the form of Common Stock of the Issuer pursuant to the CSX Corporation Stock Plan for Directors. Such shares of Common Stock are held directly by Mr. Hohn for the benefit of the TCI Fund. TCIF UK, TCIF and the TCI Fund may be deemed to be directors by deputization by virtue of the fact that Mr. Hohn, the managing partner of TCIF UK and the 100% owner of TCIF, serves on the board of directors of the Issuer. /s/ Christopher Hohn 2009-05-06 /s/ The Children's Investment Fund Management (UK) LLP, by Christopher Hohn, Managing Partner 2009-05-06 /s/ The Children's Investment Fund Management (Cayman) Ltd., by David DeRosa, Director 2009-05-06 /s/ The Children's Investment Master Fund, by David DeRosa, Director 2009-05-06 -----END PRIVACY-ENHANCED MESSAGE-----