0001567619-19-001618.txt : 20190125
0001567619-19-001618.hdr.sgml : 20190125
20190125082703
ACCESSION NUMBER: 0001567619-19-001618
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190123
FILED AS OF DATE: 20190125
DATE AS OF CHANGE: 20190125
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: 19541210
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: 19541211
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: 19541212
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: Hilal Paul C
CENTRAL INDEX KEY: 0001413084
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08022
FILM NUMBER: 19541213
MAIL ADDRESS:
STREET 1: PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
STREET 2: 888 SEVENTH AVENUE, 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
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
doc1.xml
FORM 4
X0306
4
2019-01-23
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 3RD 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
2019-01-23
4
S
0
147908
65.83
D
42617193
I
See footnotes
Common Stock
2019-01-23
4
S
0
573910
64.83
D
42043283
I
See footnotes
Common Stock
2019-01-23
4
S
0
8500
64.23
D
42034783
I
See footnotes
Common Stock
2019-01-24
4
S
0
1200000
65.00
D
40834783
I
See footnotes
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $66.24 to $65.25. Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), and the other reporting persons undertake to provide CSX Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 8, 9 and 10 to this Form 4.
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").
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.
Mantle Ridge and the other reporting persons have sold the shares reported in this Form 4 in order to accommodate a return of capital to two limited partners of the Mantle Ridge Funds. Mantle Ridge and the other reporting persons expect to sell an additional 2,780,000 shares to complete that return of capital and thereafter have no current plans to sell shares of the Issuer, although they reserve the right to do so in their discretion.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $65.24 to $64.25.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $64.24 to $64.22.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $65.61 to $64.65.
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
2019-01-25
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
2019-01-25
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
2019-01-25
/s/ Paul C. Hilal Paul C. Hilal
2019-01-25