SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CSX CORP [ CSX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Purchase contract (obligation to buy) | $30.79 | 03/07/2017 | X | 2,320,154 | 12/12/2016 | 12/12/2018 | Common Stock | 2,320,154 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $31.21 | 03/07/2017 | X | 2,179,655 | 12/13/2016 | 12/13/2018 | Common Stock | 2,179,655 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.14 | 03/07/2017 | X | 211,000 | 12/13/2016 | 12/13/2018 | Common Stock | 211,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $36.95 | 03/07/2017 | X | 572,700 | 12/14/2016 | 12/14/2018 | Common Stock | 572,700 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $31 | 03/07/2017 | X | 593,285 | 12/16/2016 | 12/17/2018 | Common Stock | 593,285 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $31.06 | 03/07/2017 | X | 938,626 | 12/16/2016 | 12/17/2018 | Common Stock | 938,626 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.02 | 03/07/2017 | X | 208,000 | 12/27/2016 | 12/27/2018 | Common Stock | 208,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $36.82 | 03/07/2017 | X | 51,000 | 12/28/2016 | 12/28/2018 | Common Stock | 51,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $36.27 | 03/07/2017 | X | 4,000,000 | 01/17/2017 | 01/17/2019 | Common Stock | 4,000,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.23 | 03/07/2017 | X | 295,000 | 01/18/2017 | 01/18/2019 | Common Stock | 295,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $30.63 | 03/07/2017 | X | 2,246,491 | 02/21/2017 | 02/21/2019 | Common Stock | 2,246,491 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $31.3 | 03/07/2017 | X | 1,077,512 | 02/21/2017 | 02/21/2019 | Common Stock | 1,077,512 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $36.84 | 03/07/2017 | X | 572,000 | 02/21/2017 | 02/21/2019 | Common Stock | 572,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $36.66 | 03/07/2017 | X | 483,000 | 02/22/2017 | 02/22/2019 | Common Stock | 483,000 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $30.51 | 03/07/2017 | X | 1,606,731 | 03/01/2017 | 03/01/2019 | Common Stock | 1,606,731 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $30.6 | 03/07/2017 | X | 1,103,772 | 03/01/2017 | 03/01/2019 | Common Stock | 1,103,772 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $30.62 | 03/07/2017 | X | 1,592,095 | 03/01/2017 | 03/01/2019 | Common Stock | 1,592,095 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $30.66 | 03/07/2017 | X | 995,816 | 03/01/2017 | 03/01/2019 | Common Stock | 995,816 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $30.76 | 03/07/2017 | X | 533,726 | 03/01/2017 | 03/01/2019 | Common Stock | 533,726 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $36.61 | 03/07/2017 | X | 190,717 | 03/03/2017 | 03/04/2019 | Common Stock | 190,717 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.38 | 03/07/2017 | X | 951,576 | 03/06/2017 | 03/06/2019 | Common Stock | 951,576 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.63 | 03/07/2017 | X | 1,074,036 | 03/06/2017 | 03/06/2019 | Common Stock | 1,074,036 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.56 | 03/07/2017 | X | 510,511 | 03/07/2017 | 03/07/2019 | Common Stock | 510,511 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.83 | 03/07/2017 | X | 981,688 | 03/07/2017 | 03/07/2019 | Common Stock | 981,688 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $38.35 | 03/07/2017 | X | 2,791,487 | 03/07/2017 | 03/07/2019 | Common Stock | 2,791,487 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $38.57 | 03/07/2017 | X | 2,488,348 | 03/07/2017 | 03/07/2019 | Common Stock | 2,488,348 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $38.9 | 03/07/2017 | X | 3,138,792 | 03/07/2017 | 03/07/2019 | Common Stock | 3,138,792 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $38.55 | 03/07/2017 | X | 1,154,797 | 03/07/2017 | 03/07/2019 | Common Stock | 1,154,797 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Purchase contract (obligation to buy) | $37.49 | 03/07/2017 | X | 1,401,152 | 03/07/2017 | 03/07/2019 | Common Stock | 1,401,152 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. 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"). |
| 3. 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. |
| 4. 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. |
| Remarks: |
| Multiple Forms Filed, 3 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 | 03/09/2017 | |
| 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 | 03/09/2017 | |
| 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 | 03/09/2017 | |
| /s/ Paul C. Hilal, Paul C. Hilal | 03/09/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||