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Filing Details

Accession Number:: 0000899243-19-025793
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-10-21 08:00:53
Reporting Period:: 2019-10-17

Accepted Time:: 2019-10-21 08:00:53
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	712 Fifth Avenue Suite 17F New York NY 10019	Yes	No	No	No
1695459	Mantle Ridge Lp	712 Fifth Avenue Suite 17F New York NY 10019	Yes	No	No	No
1695460	Mr Argent Advisor Llc	712 Fifth Avenue Suite 17F New York NY 10019	Yes	No	No	No
1695465	Mr Argent Gp Llc	712 Fifth Avenue Suite 17F New York NY 10019	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-10-17	3,453,894	$67.91	34,595,158	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2019-10-17	34,490,589	$0.00	3,476,148	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2019-10-17	36,813	$0.00	3,439,335	No	4	G	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	G	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Cash-Settled Equity Swaps	Disposition	2019-10-17	11	$0.00	639,439	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			Yes	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	8,263	Direct

Footnotes

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.
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").
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 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.
Reflects shares contributed by Mr. Hilal to certain charitable organizations.
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.