CSX Form 4 / Paul C Hilal ownership change

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^*

Mantle Ridge LP

(Last)

(First)

(Middle)

900 THIRD AVENUE, 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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^*

Mantle Ridge LP

(Last)

(First)

(Middle)

900 THIRD AVENUE, 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MR Argent Advisor LLC

(Last)

(First)

(Middle)

900 THIRD AVENUE, 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MR Argent GP LLC

(Last)

(First)

(Middle)

900 THIRD AVENUE, 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hilal Paul C

(Last)

(First)

(Middle)

900 THIRD AVENUE, 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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.

CSX (CSX) Form 4CSX / Paul C Hilal ownership change