CSX CORP — Director's Dealing 2017

Mar 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2017-03-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Common Stock	X	1201138	$30.90	Acquired	1204135	Indirect
2017-03-07	Common Stock	X	1276136	$30.85	Acquired	2480271	Indirect
2017-03-07	Common Stock	X	2013062	$30.50	Acquired	4493333	Indirect
2017-03-07	Common Stock	X	2377838	$30.23	Acquired	6871171	Indirect
2017-03-07	Common Stock	X	2320154	$30.79	Acquired	9191325	Indirect
2017-03-07	Common Stock	X	2179655	$31.21	Acquired	11370980	Indirect
2017-03-07	Common Stock	X	211000	$37.14	Acquired	11581980	Indirect
2017-03-07	Common Stock	X	572700	$36.95	Acquired	12154680	Indirect
2017-03-07	Common Stock	X	593285	$31.00	Acquired	12747965	Indirect
2017-03-07	Common Stock	X	938626	$31.06	Acquired	13686591	Indirect
2017-03-07	Common Stock	X	208000	$37.02	Acquired	13894591	Indirect
2017-03-07	Common Stock	X	51000	$36.82	Acquired	13945591	Indirect
2017-03-07	Common Stock	X	4000000	$38.27	Acquired	17945591	Indirect
2017-03-07	Common Stock	X	295000	$37.22	Acquired	18240591	Indirect
2017-03-07	Common Stock	X	2246491	$30.63	Acquired	20487082	Indirect
2017-03-07	Common Stock	X	1077512	$31.30	Acquired	21564594	Indirect
2017-03-07	Common Stock	X	572000	$36.84	Acquired	22136594	Indirect
2017-03-07	Common Stock	X	483000	$36.66	Acquired	22619594	Indirect
2017-03-07	Common Stock	X	1606731	$30.51	Acquired	24226325	Indirect
2017-03-07	Common Stock	X	1103772	$30.59	Acquired	25330097	Indirect
2017-03-07	Common Stock	X	1592095	$30.62	Acquired	26922192	Indirect
2017-03-07	Common Stock	X	995816	$30.66	Acquired	27918008	Indirect
2017-03-07	Common Stock	X	533726	$30.76	Acquired	28451734	Indirect
2017-03-07	Common Stock	X	190717	$36.61	Acquired	28642451	Indirect
2017-03-07	Common Stock	X	951576	$37.38	Acquired	29594027	Indirect
2017-03-07	Common Stock	X	1074036	$37.63	Acquired	30668063	Indirect
2017-03-07	Common Stock	X	510511	$37.56	Acquired	31178574	Indirect
2017-03-07	Common Stock	X	981688	$37.83	Acquired	32160262	Indirect
2017-03-07	Common Stock	X	2791487	$38.35	Acquired	34951749	Indirect
2017-03-07	Common Stock	X	2488348	$38.57	Acquired	37440097	Indirect

Footnotes

F1: 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.

F2: Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

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.