Edgar Filing: CSX CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Mantle Ridge LP

2. Issuer Name and Ticker or Trading Symbol
CSX CORP [CSX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

900 THIRD AVENUE, 11TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2017

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2017		X		3,138,792	A	$ 38.9	40,578,889	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		X		1,154,797	A	$ 38.55	41,733,686	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		X		1,401,152	A	$ 37.49	43,134,838	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		58,537	D	$ 48.57	43,076,301	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		431,915	D	$ 48.57	42,644,386	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		362,933	D	$ 48.57	42,281,453	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		143,750	D	$ 48.57	42,137,703	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	03/07/2017		S⁽⁶⁾		732,343	D	$ 48.57	41,405,360	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock								106	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Option (right to buy)

$ 27.78

03/07/2017

X⁽⁷⁾

937,523

01/09/2017

03/09/2017

Purchase Contract

937,523

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Call Option (right to buy)

$ 27.98

03/07/2017

X⁽⁷⁾

981,688

01/10/2017

03/10/2017

Purchase Contract

981,688

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Call Option (right to buy)

$ 28.36

03/07/2017

X⁽⁷⁾

2,791,487

01/11/2017

03/10/2017

Purchase Contract

2,791,487

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Call Option (right to buy)

$ 28.53

03/07/2017

X⁽⁷⁾

2,488,348

01/12/2017

03/13/2017

Purchase Contract

2,488,348

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Call Option (right to buy)

$ 28.77

03/07/2017

X⁽⁷⁾

3,138,792

01/13/2017

03/13/2017

Purchase Contract

3,138,792

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Call Option (right to buy)

$ 28.51

03/07/2017

X⁽⁷⁾

1,725,483

01/17/2017

03/17/2017

Purchase Contract

1,725,483

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Call Option (right to buy)

$ 27.73

03/07/2017

X⁽⁷⁾

1,706,179

01/18/2017

03/17/2017

Purchase Contract

1,706,179

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 37.56

03/07/2017

X⁽⁸⁾

937,523

03/07/2017

03/07/2019

Common Stock

937,523

$ 0

937,523

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 37.83

03/07/2017

X⁽⁸⁾

981,688

03/07/2017

03/07/2019

Common Stock

981,688

$ 0

981,688

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 38.35

03/07/2017

X⁽⁸⁾

2,791,487

03/07/2017

03/07/2019

Common Stock

2,791,487

$ 0

2,791,487

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 38.57

03/07/2017

X⁽⁸⁾

2,488,348

03/07/2017

03/07/2019

Common Stock

2,488,348

$ 0

2,488,348

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 38.9

03/07/2017

X⁽⁸⁾

3,138,792

03/07/2017

03/07/2019

Common Stock

3,138,792

$ 0

3,138,792

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 38.55

03/07/2017

X⁽⁸⁾

1,725,483

03/07/2017

03/07/2019

Common Stock

1,725,483

$ 0

1,725,483

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 37.49

03/07/2017

X⁽⁸⁾

1,706,179

03/07/2017

03/07/2019

Common Stock

1,706,179

$ 0

1,706,179

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 37.56

03/07/2017

S⁽⁹⁾

427,013

03/07/2017

03/07/2019

Common Stock

510,511

$ 48.58

510,511

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 38.55

03/07/2017

S⁽⁹⁾

570,686

03/07/2017

03/07/2019

Common Stock

1,154,797

$ 48.58

1,154,797

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 37.49

03/07/2017

S⁽⁹⁾

305,027

03/07/2017

03/07/2019

Common Stock

1,401,152

$ 48.58

1,401,152

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 30.9

03/07/2017

1,201,138

10/07/2016

10/09/2018

Common Stock

1,201,138

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 30.85

03/07/2017

1,276,136

10/10/2016

10/10/2018

Common Stock

1,276,136

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 30.5

03/07/2017

2,013,062

12/09/2016

12/07/2018

Common Stock

2,013,062

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Purchase contract (obligation to buy)

$ 30.23

03/07/2017

2,377,838

12/12/2016

12/12/2018

Common Stock

2,377,838

$ 0

See footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mantle Ridge LP 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY 10022	X
MR Argent Advisor LLC 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY 10022	X
MR Argent GP LLC 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY 10022	X
Hilal Paul C 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY 10022	X

Signatures

MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its managing member, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member		03/09/2017
^**Signature of Reporting Person		Date
MR ARGENT ADVISOR LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its managing member, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member		03/09/2017
^**Signature of Reporting Person		Date
MR ARGENT GP LLC, By: MR GP HoldCo LLC, its managing member, By: MR GP HoldCo MM LLC, its managing member, By: PCH MR GP Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member		03/09/2017
^**Signature of Reporting Person		Date
/s/ Paul C. Hilal, Paul C. Hilal		03/09/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.
(3)	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").
(4)	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.
(5)	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.
(6)	Certain of the purchase contracts exercised by the Mantle Ridge Funds included a net settlement feature.
(7)	The Mantle Ridge Funds have exercised call option contracts, pursuant to which they had a right to buy purchase contracts with respect to Issuer common stock. Under such purchase contracts, the Mantle Ridge Funds have (following exercise of the option) the obligation to buy a specified number of Issuer common stock at a fixed exercise price on or prior to the maturity date of such purchase contract. The amount shown in column 7 is the number of shares of Issuer common stock underlying the purchase contract applicable to the option. The amount shown in column 2 is the exercise price of the call option per share of Issuer common stock, which may be different from the exercise price per share of Issuer common stock underlying the purchase contract applicable to the option.
(8)	These purchase contracts were acquired pursuant to the exercise of call options.
(9)	Certain of the call options exercised by the Mantle Ridge Funds included a net settlement feature.
Remarks: Multiple Forms Filed, 2 of 3

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.