SEC Form 4 · accession 0001140361-17-028476
CSX CORP · CSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Paul C Hilal
Director
Mantle Ridge LP
Director
MR Argent Advisor LLC
Director
MR Argent GP LLC
Director
Period of report
Jul 21, 2017
Accepted (ET)
Jul 24, 2017 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277948
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6 | Jul 21, 2017 | P | 800,566 | $51.59 | A | 42,205,926 | I | See footnotes |
| Common StockF7,F2,F3,F4,F5,F6 | Jul 21, 2017 | P | 230,976 | $51.59 | A | 42,436,902 | I | See footnotes |
| Common StockF8,F2,F3,F4,F5,F6 | Jul 21, 2017 | P | 121,795 | $51.59 | A | 42,558,697 | I | See footnotes |
| Common StockF9,F2,F3,F4,F5,F6 | Jul 21, 2017 | P | 137,580 | $51.59 | A | 42,696,277 | I | See footnotes |
| Common StockF10,F2,F3,F4,F5,F6 | Jul 21, 2017 | P | 36,122 | $51.59 | A | 42,732,399 | I | See footnotes |
| Common StockF11,F2,F3,F4,F5,F6 | Jul 21, 2017 | P | 29,961 | $51.59 | A | 42,762,360 | I | See footnotes |
| Common Stock | holding | — | — | — | 106 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity SwapF12,F2,F4,F5,F6 | $51.46 | Jul 21, 2017 | J | 25,350 | A | — | Jul 22, 2019 | Common Stock | 25,350 | 25,350 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $51.14 to $51.80. Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge") and the other reporting person undertake to provide CSX Corporation, any security holder of CSX Corporation, 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, and 7 to 11 to this Form 4.
- F10The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $51.14 to $51.80.
- F11The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $51.14 to $51.80.
- F12Under the equity swap, the Mantle Ridge Funds have 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 CSX Corporation common stock on a settlement date exceeds the reference price in column 2 and a cash payment will be made by the Mantle Ridge Funds to the broker if the price of a share of CSX Corporation common stock on a settlement date is less than the reference price in column 2.
- F2In addition to 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").
- F3Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.
- F4MR 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").
- F5MR 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.
- F6Paul 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.
- F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $51.14 to $51.80.
- F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $51.14 to $51.80.
- F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $51.14 to $51.80.