SEC FORM 4

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)
Common Stock	03/07/2017		X		3,138,792	A	$38.9	40,578,889	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		X		1,154,797	A	$38.55	41,733,686	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		X		1,401,152	A	$37.49	43,134,838	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		58,537	D	$48.57	43,076,301	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		431,915	D	$48.57	42,644,386	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		362,933	D	$48.57	42,281,453	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		143,750	D	$48.57	42,137,703	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		732,343	D	$48.57	41,405,360	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock								106	D

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)
Call Option (right to buy)	$27.78	03/07/2017		X⁽⁷⁾			937,523	01/09/2017	03/09/2017	Purchase Contract	937,523	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call Option (right to buy)	$27.98	03/07/2017		X⁽⁷⁾			981,688	01/10/2017	03/10/2017	Purchase Contract	981,688	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call Option (right to buy)	$28.36	03/07/2017		X⁽⁷⁾			2,791,487	01/11/2017	03/10/2017	Purchase Contract	2,791,487	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call Option (right to buy)	$28.53	03/07/2017		X⁽⁷⁾			2,488,348	01/12/2017	03/13/2017	Purchase Contract	2,488,348	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call Option (right to buy)	$28.77	03/07/2017		X⁽⁷⁾			3,138,792	01/13/2017	03/13/2017	Purchase Contract	3,138,792	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call Option (right to buy)	$28.51	03/07/2017		X⁽⁷⁾			1,725,483	01/17/2017	03/17/2017	Purchase Contract	1,725,483	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call Option (right to buy)	$27.73	03/07/2017		X⁽⁷⁾			1,706,179	01/18/2017	03/17/2017	Purchase Contract	1,706,179	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$37.56	03/07/2017		X⁽⁸⁾		937,523		03/07/2017	03/07/2019	Common Stock	937,523	$0	937,523	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$37.83	03/07/2017		X⁽⁸⁾		981,688		03/07/2017	03/07/2019	Common Stock	981,688	$0	981,688	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$38.35	03/07/2017		X⁽⁸⁾		2,791,487		03/07/2017	03/07/2019	Common Stock	2,791,487	$0	2,791,487	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$38.57	03/07/2017		X⁽⁸⁾		2,488,348		03/07/2017	03/07/2019	Common Stock	2,488,348	$0	2,488,348	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$38.9	03/07/2017		X⁽⁸⁾		3,138,792		03/07/2017	03/07/2019	Common Stock	3,138,792	$0	3,138,792	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$38.55	03/07/2017		X⁽⁸⁾		1,725,483		03/07/2017	03/07/2019	Common Stock	1,725,483	$0	1,725,483	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$37.49	03/07/2017		X⁽⁸⁾		1,706,179		03/07/2017	03/07/2019	Common Stock	1,706,179	$0	1,706,179	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$37.56	03/07/2017		S⁽⁹⁾			427,013	03/07/2017	03/07/2019	Common Stock	510,511	$48.58	510,511	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$38.55	03/07/2017		S⁽⁹⁾			570,686	03/07/2017	03/07/2019	Common Stock	1,154,797	$48.58	1,154,797	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$37.49	03/07/2017		S⁽⁹⁾			305,027	03/07/2017	03/07/2019	Common Stock	1,401,152	$48.58	1,401,152	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$30.9	03/07/2017		X			1,201,138	10/07/2016	10/09/2018	Common Stock	1,201,138	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$30.85	03/07/2017		X			1,276,136	10/10/2016	10/10/2018	Common Stock	1,276,136	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$30.5	03/07/2017		X			2,013,062	12/09/2016	12/07/2018	Common Stock	2,013,062	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Purchase contract (obligation to buy)	$30.23	03/07/2017		X			2,377,838	12/12/2016	12/12/2018	Common Stock	2,377,838	$0	0	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾

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)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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. Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

3. 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").

4. 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.

5. 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.

6. Certain of the purchase contracts exercised by the Mantle Ridge Funds included a net settlement feature.

7. The Mantle Ridge Funds have exercised call option contracts, pursuant to which they had a right to buy purchase contracts with respect to Issuer common stock. Under such purchase contracts, the Mantle Ridge Funds have (following exercise of the option) the obligation to buy a specified number of Issuer common stock at a fixed exercise price on or prior to the maturity date of such purchase contract. The amount shown in column 7 is the number of shares of Issuer common stock underlying the purchase contract applicable to the option. The amount shown in column 2 is the exercise price of the call option per share of Issuer common stock, which may be different from the exercise price per share of Issuer common stock underlying the purchase contract applicable to the option.

8. These purchase contracts were acquired pursuant to the exercise of call options.

9. Certain of the call options exercised by the Mantle Ridge Funds included a net settlement feature.

Remarks:

Multiple Forms Filed, 2 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.
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