CSX CORP — Major Shareholding Notification 2008

Sep 24, 2008

SC 13D/A 1 a08-24084_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. 7)**

*CSX Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*126408103*

(CUSIP Number)

| Mr. Christopher Hohn | Mr.
Alexandre Behring |
| --- | --- |
| The
Children's Investment | 3G
Capital Partners Ltd. |
| Fund
Management (UK) LLP | c/o 3G Capital Inc. |
| 7
Clifford Street | 800
Third Avenue |
| London
W1S 2WE | 31st
Floor |
| United
Kingdom | New
York, New York 10022 |
| +44
20 7440 2330 | (212)
893-6727 |

*With a copy to:*

Marc Weingarten, Esq.	Stephen Fraidin, Esq.
David Rosewater, Esq.	Andrew E. Nagel, Esq.
Schulte Roth & Zabel LLP	Kirkland & Ellis LLP
919 Third Avenue	153 East 53rd Street
New York, New York 10022	New York, New York 10022
(212) 756-2000	(212) 446-4800

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

*September 17, 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons The Children's Investment Fund Management (UK) LLP | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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 England | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons The Children's Investment Fund Management (Cayman) Ltd. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons The Children's Investment Master Fund | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4.4% | |
| 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 | |

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Christopher Hohn | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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 United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| 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) | x |
| | (b) | o |
| 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 4.3% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| 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) | x |
| | (b) | o |
| 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 4.3% | |
| 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) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| 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) | x |
| | (b) | o |
| 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 4.3% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Alexandre Behring | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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 1,620 |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power 1,620 |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4.3% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Gilbert H. Lamphere | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) PF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 22,600 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 22,600 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 22,600 | |
| 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) 0.0% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Timothy T. O’Toole | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) PF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 2,500 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 2,500 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,500 | |
| 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) 0% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

Item 1.	Security and Issuer
This Amendment No. 7 is
filed 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
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 September 17, 2008 and amends and supplements the
Schedule 13D. Except as set forth
herein, the Schedule 13D is unmodified.
Item 2.	Identity and Background
Clause (a)(viii) of Item 2
of the Schedule 13D is amended and restated as follows: Alexandre Behring, with
respect to the 1,620 Shares directly owned by him and with respect to the 3G
Shares and (collectively, with 3G Capital Ltd., 3G Capital L.P. and the 3G
Fund, the “3G Reporting Persons”);
Item 3.	Source and Amount of Funds or
Other Consideration
Item 3 of the Schedule 13D
is amended and restated to include the following third sentence: The source of funds used
to acquire the Shares reported herein held by Alexandre Behring was his
respective personal funds. Clause (2) of Item 3 of
the Schedule 13D is amended and restated as follows: $707,588,338, including
commissions, was paid to acquire the 3G Shares and $72,019, including
commissions, was paid to acquire Alexandre Behring’s Shares;
Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D
is amended and supplemented to include the following final paragraph:
On September 22, 2008,
Christopher Hohn and Timothy T. O’Toole consented to join the Board. Their consent was without prejudice to
their rights, and the rights of any of the TCI Reporting Persons or the 3G
Reporting Persons, to be seated as Board members and with a full reservation
of all other rights.
Item 5.	Interest in Securities of the
Issuer
Clause (a) of Item 5 of
the Schedule 13D is amended and restated such that the phrase “the 3G
Reporting Persons beneficially owned an aggregate of 17,232,854 Shares” is
replaced with the phrase “the 3G Reporting Persons beneficially owned an
aggregate of 17,234,474 Shares” Clause (b) of Item 5 of
the Schedule 13D is amended and restated to include the following seventh
sentence: Alexandre Behring has sole
power to vote and direct the disposition of the 1,620 Shares held by him. Clause (d) of Item 5 of
the Schedule 13D is amended and restated to include the following final
sentence: No person other than
Alexandre Behring is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares held by him.
Item 6.	Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D
is amended and supplemented to include the following final paragraph:
On September 17, 2008, the
3G Reporting Persons transferred their contractual agreements with regard to
the 3G Total Return Swaps from Morgan Stanley & Co. International plc to
Citibank N.A. The 3G Total Return
Swaps constitute economic exposure to 3,280,000 Shares, approximately 0.8% of
the Shares outstanding.

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

*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:
September 24, 2008 |
| --- |
| THE CHILDREN’S INVESTMENT FUND MANAGEMENT (UK) LLP |
| /s/ Christopher Hohn |
| Christopher Hohn |
| Managing Partner |
| THE CHILDREN’S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. |
| /s/ David DeRosa |
| David DeRosa |
| Director |
| THE CHILDREN’S INVESTMENT MASTER FUND |
| /s/ David DeRosa |
| David DeRosa |
| Director |
| /s/
Christopher Hohn |
| Christopher
Hohn |
| 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 |

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

| /s/
Alexandre Behring |
| --- |
| Alexandre
Behring |
| Managing
Director |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| /s/
Gilbert H. Lamphere |
| Gilbert
H. Lamphere |
| /s/
Timothy T. O’Toole |
| Timothy
T. O’Toole |
| /s/
Gary L. Wilson |
| Gary
L. Wilson |

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'

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) |

15

SEQ.=1,FOLIO='15',FILE='C:\JMS\105727\08-24084-1\task3144651\24084-1-ba.htm',USER='105727',CD='Sep 25 01:13 2008'