Home > Insider Trading > Filing (0001140361-17-028476)

Filing Details

Accession Number:: 0001140361-17-028476
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-07-24 16:20:22
Reporting Period:: 2017-07-21

Filing Date:: 2017-07-24
Accepted Time:: 2017-07-24 16:20:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
277948	Csx Corp	CSX	Railroads, Line-Haul Operating (4011)	621051971

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1413084	C Paul Hilal	900 Third Avenue, 11Th Floor New York NY 10022	Yes	No	No	No
1695459	Mantle Ridge Lp	900 Third Avenue, 11Th Floor New York NY 10022	Yes	No	No	No
1695460	Mr Argent Advisor Llc	900 Third Avenue, 11Th Floor New York NY 10022	Yes	No	No	No
1695465	Mr Argent Gp Llc	900 Third Avenue, 11Th Floor New York NY 10022	Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-07-21	800,566	$51.59	42,205,926	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2017-07-21	230,976	$51.59	42,436,902	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2017-07-21	121,795	$51.59	42,558,697	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2017-07-21	137,580	$51.59	42,696,277	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2017-07-21	36,122	$51.59	42,732,399	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2017-07-21	29,961	$51.59	42,762,360	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Equity Swap	Acquisiton	2017-07-21	25,350	$0.00	25,350	$51.46

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,350		2019-07-22	Yes	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	106	Direct

Footnotes

The 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.
In 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").
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.
The 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.
The 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.
The 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.
The 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.
The 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.
Under 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.