CSX CORP — Director's Dealing 2019

Oct 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2019-10-17

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
2019-10-17	Common Stock	S	3453894	$67.91	Disposed	34595158	Indirect
2019-10-17	Common Stock	J	34490589	—	Disposed	3476148	Indirect
2019-10-17	Common Stock	G	36813	—	Disposed	3439335	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-17	Cash-Settled Equity Swaps	$	J	11	Disposed		Common Stock (639439)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8263	Direct

Footnotes

F1: 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.

F2: 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").

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.

F6: 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.

F7: Reflects shares contributed by Mr. Hilal to certain charitable organizations.

F8: 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.