This Amendment No. 1 (this “Amendment”) amends and supplements the statement on
Schedule 13D (the “Original Schedule 13D”) filed with the SEC on October 26, 2018 with respect to the shares of common stock, par value $1.00 per share (the “Common Stock”), of CSX Corporation, a Virginia
corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth in the Original Schedule 13D. This is the final amendment to the Schedule 13D and constitutes an
“exit filing” for the Reporting Persons.
Preliminary Statement
On October 17, 2019 the Mantle Ridge Funds sold 3,453,894 shares of Common Stock and used the proceeds to repay obligations of the MR Borrowers under a secured
credit facility. Immediately thereafter, the Reporting Persons effected a series of pro rata distributions of shares of Common Stock to direct and indirect owners of the Mantle Ridge Funds. No consideration was paid in connection with these
distributions. Mr. Hilal contributed certain of the shares distributed to him to charitable organizations. After giving effect to these transactions, the Reporting Persons now beneficially own 3,447,598 shares of Common Stock representing
approximately 0.4% of the outstanding shares of Common Stock. The Reporting Persons have no current intention to sell additional shares of Common Stock, although they reserve the right to do so in their discretion. Mr. Hilal continues to serve
as a director and as Vice Chairman of the Board of the Issuer.
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ITEM 1.
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SECURITY AND ISSUER
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Item 1 of this Schedule 13D is hereby amended and restated in its entirety:
This Schedule 13D relates to the Issuer’s common stock, par value $1.00 per share (the “Common Stock”). The principal executive offices
of the Issuer are located at 500 Water Street, 15th Floor, Jacksonville, Florida 32202.
Mantle Ridge LP, a Delaware limited partnership (“Mantle
Ridge”), beneficially owns an aggregate of 364,851 shares of Common Stock. representing approximately 0.0% of the outstanding shares of Common Stock. MR Argent Advisor LLC, a Delaware limited liability company (“MR Argent
Advisor”), beneficially owns an aggregate of 364,738 shares of Common Stock, representing approximately 0.0% of the outstanding shares of Common Stock. Paul C. Hilal, a citizen of the United States of America, beneficially owns an aggregate
of 3,447,598 shares of Common Stock, representing approximately 0.4% of the outstanding shares of Common Stock.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of this Schedule 13D is hereby amended and supplemented as follows:
Following the transactions reported on this Amendment the MR Borrowers are no longer parties to the Credit Agreement, and have no continuing obligations
thereunder.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Items 5(c) and 5(e) of this Schedule 13D are hereby amended and restated in their entirety as follows:
(c) On October 17, 2019, as discussed in the Preliminary Statement above, the Reporting Persons caused the sale in a block trade of 3,453,894 shares of Common
Stock at a price of $67.91 per share and effected a series of pro rata distributions of 34,490,589 shares of Common Stock to direct and indirect owners of the Mantle Ridge Funds, of which 31,155,823 shares went to Mantle Ridge Fund limited partners
not affiliated with Mantle Ridge, certain Mantle Ridge employees and certain charitable organizations and the remainder continue to be beneficially owned by Mantle Ridge, MR Argent Advisor and Mr. Hilal.
(e) On October 17, 2019, following the transactions described in this Amendment, the Reporting Persons ceased to be beneficial owners of more than 5% of the
Issuer’s outstanding Common Stock.