CSX CORP — Director's Dealing 2017

Jul 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2017-07-21

Reporting Person: Mantle Ridge LP (Director)
Reporting Person: MR Argent Advisor LLC (Director)
Reporting Person: Hilal Paul C (Director)
Reporting Person: MR Argent GP LLC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-21	Common Stock	P	800566	$51.59	Acquired	42205926	Indirect
2017-07-21	Common Stock	P	230976	$51.59	Acquired	42436902	Indirect
2017-07-21	Common Stock	P	121795	$51.59	Acquired	42558697	Indirect
2017-07-21	Common Stock	P	137580	$51.59	Acquired	42696277	Indirect
2017-07-21	Common Stock	P	36122	$51.59	Acquired	42732399	Indirect
2017-07-21	Common Stock	P	29961	$51.59	Acquired	42762360	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-21	Equity Swap	$51.46	J	25350	Acquired	2019-07-22	Common Stock (25350)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	106	Direct

Footnotes

F1: 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.

F2: 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").

F3: Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F4: 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").

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.