CSX CORP — Major Shareholding Notification 2008

Dec 1, 2008

SC 13D/A 1 a08-29372_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Rule 13d-102)

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO*

*RULE 13d-2(a)*

*Under the Securities Exchange Act of 1934 (Amendment No. 9)**

*This amendment is being filed solely by the 3G Reporting Persons.*

*CSX Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*126408103*

(CUSIP Number)

*Mr. Alexandre Behring*

*3G Capital Partners Ltd.*

*c/o 3G Capital Inc.*

*600 Third Avenue*

*37th Floor*

*New York, New York 10016*

*(212) 893-6727*

*With a copy to:*

*Stephen Fraidin, Esq.*

*Andrew E. Nagel, Esq.*

*Kirkland & Ellis LLP*

*153 East 53rd Street*

*New York, New York 10022*

*(212) 446-4800*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*November 28, 2008*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons 3G Capital Partners Ltd. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,232,854 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

2

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons 3G Capital Partners, L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,232,854 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

3

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons 3G Fund L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,232,854 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

4

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Alexandre Behring | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Brazil | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 1,871 |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power 1,871 |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,234,725 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

5

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| Item 1. |
| --- |
| This Amendment No. 9 is
filed solely by the 3G Reporting Persons with respect to the shares of Common
Stock, par value $1.00 per share (the “Shares”), of CSX Corporation (the
“Issuer”), beneficially owned by the 3G Reporting Persons (as defined in the
Schedule 13D filed with the Securities and Exchange Commission on December
19, 2007, as heretofore amended (the “Schedule 13D”)) as of December 1,
2008 and amends and supplements the Schedule 13D. Except as set forth herein, the Schedule
13D is unmodified. |

| Item 2. |
| --- |
| Clause (b) (viii) of Item
2 of the Schedule 13D is amended and restated as follows: Mr. Behring: 600 Third
Avenue, 37th Floor, New York, New York 10016; |

6

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| Item 6. |
| --- |
| Item 6 of the Schedule 13D is amended and
supplemented by including the following paragraph immediately preceding the
last paragraph of Item 6: On September 26, 2008, the 3G Reporting Persons
terminated their credit default swap agreements with Morgan Stanley Capital
Services Inc. and entered into credit default swap agreements with UBS AG
London. On November 28, 2008, the 3G Reporting
Persons terminated their credit default swap agreements with UBS AG London. |

7

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Item 7.
Item 7 of the Schedule 13D
is amended and restated as follows:

| Exhibit 1. | Joint Filing Agreement
(Previously Filed) |
| --- | --- |
| Exhibit 2. | Letter from TCIF UK to the
CSX Board of Directors dated October 16, 2007 (Previously Filed) |
| Exhibit 3. | Letter from TCIF UK to the
CSX Board of Directors dated October 22, 2007 (Previously Filed) |
| Exhibit 4. | Letter Agreement between
TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed) |
| Exhibit 5. | Complaint Filed by the
Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed) |
| Exhibit 99.6. | Answer and Counterclaims
filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed) |
| Exhibit 99.7. | Answer and Counterclaims
filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed) |
| Exhibit 99.8. | Decision of the Federal
District Court for the Southern District of New York, dated June 11, 2008 (Previously
Filed) |
| Exhibit 99.9. | Litigation Agreement,
dated October 3, 2008 (Previously Filed) |

8

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*SIGNATURES*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
December 1, 2008 |
| --- |
| 3G
CAPITAL PARTNERS LTD. |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| Managing
Director |
| 3G
CAPITAL PARTNERS, L.P. |
| By: 3G
Capital Partners Ltd. |
| Its: General
Partner |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| Managing
Director |
| 3G
FUND L.P. |
| By: 3G
Capital Partners, L.P. |
| Its: General
Partner |
| By: 3G
Capital Partners Ltd. |
| Its: General
Partner |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| Managing
Director |
| /s/
Alexandre Behring |
| Alexandre
Behring |

9

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EXHIBIT INDEX

| Exhibit 1. | Joint Filing Agreement
(Previously Filed) |
| --- | --- |
| Exhibit 2. | Letter from TCIF UK to the
CSX Board of Directors dated October 16, 2007 (Previously Filed) |
| Exhibit 3. | Letter from TCIF UK to the
CSX Board of Directors dated October 22, 2007 (Previously Filed) |
| Exhibit 4. | Letter Agreement between
TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed) |
| Exhibit 5. | Complaint Filed by the
Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed) |
| Exhibit 99.6. | Answer and Counterclaims
filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed) |
| Exhibit 99.7. | Answer and Counterclaims
filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed) |
| Exhibit 99.8. | Decision of the Federal
District Court for the Southern District of New York, dated June 11, 2008
(Previously Filed) |
| Exhibit 99.9. | Litigation Agreement,
dated October 3, 2008 (Previously Filed) |

10

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