Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-025793
Date:2019-10-17
Issuer: CSX CORP (CSX)
Original Submission Date:

Reporting Person:

MANTLE RIDGE LP
712 FIFTH AVENUE
SUITE 17F NEW YORK, NY 10019

Reporting Person:

MR ARGENT ADVISOR LLC
712 FIFTH AVENUE
SUITE 17F NEW YORK, NY 10019

Reporting Person:

MR ARGENT GP LLC
712 FIFTH AVENUE
SUITE 17F NEW YORK, NY 10019

Reporting Person:

HILAL PAUL C
712 FIFTH AVENUE
SUITE 17F NEW YORK, NY 10019

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-17 S 3,453,894 d $67.91 34,595,158 indirect f2,f3,f4,f5
COMMON STOCK 2019-10-17 J 34,490,589 d $0.00 3,476,148 indirect f2,f3,f4,f5
COMMON STOCK 2019-10-17 G 36,813 d $0.00 3,439,335 indirect f7
COMMON STOCK 2019-10-17 0 $0.00 8,263 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CASH-SETTLED EQUITY SWAPS 0.0 2019-10-17 deemed execution date J 11 (d) common stock 639,439 $0.00 0 indirect see footnotes
Footnotes
IDfootnote
f1 the reporting persons (as defined below) sold the shares reported as sold in this form 4 in order to repay mantle ridge fund obligations under a secured credit facility. the reporting persons have no current plans to sell any additional shares of the issuer, although they reserve the right to do so in their discretion. paul c. hilal continues to serve as a director and as vice chairman of the board of the issuer.
f2 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").
f3 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").
f4 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.
f5 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.
f6 the reporting persons effected a series of pro rata distributions to direct and indirect owners of the mantle ridge funds. no consideration was paid in connection with these distributions.
f7 reflects shares contributed by mr. hilal to certain charitable organizations.
f8 reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of common stock. a payment of $511,027 was made to the mantle ridge funds in connection therewith.
WhaleWisdom Logo

Elevate your investments