Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D | |
| 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. ) | |
|
Canadian National Railway Company | |
| (Name of Issuer) | |
|
Common Shares, No Par Value | |
| (Title of Class of Securities) | |
|
136375102 | |
| (CUSIP Number) | |
| Mr. Christopher Hohn | |
| TCI Fund Management Limited | |
| 7 Clifford St | |
| London W1S 2FT, United Kingdom | |
|
44 20 7440 2330
with a copy to:
Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
August 18, 2021 | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
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.
(Page 1 of 9 Pages)
--------------------------
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).
| CUSIP No. 136375102 | SCHEDULE 13D | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON TCI Fund Management Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 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 36,521,825 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 36,521,825 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 36,521,825 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.2% | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 136375102 | SCHEDULE 13D | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Christopher Hohn | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 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 36,521,825 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 36,521,825 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 36,521,825 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.2% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 136375102 | SCHEDULE 13D | Page 4 of 9 Pages |
| Item 1. | SECURITY AND ISSUER. |
This statement on Schedule 13D relates to the common shares, no par value ("Shares"), of Canadian National Railway Company (the "Company"). The princi pal executive office of the Company is located at 935 de La Gauchetière Street West, Montreal, Quebec, Canada H3B 2M9.
| Item 2. | IDENTITY AND BACKGROUND. |
(a) This statement is filed by: (i) TCI Fund Management Limited, a United Kingdom private limited company ("TCIF UK"), with respect to the Shares held by The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund") and certain fund(s) and/or account(s) (collectively, with the TCI Fund, the "TCI Funds and Accounts") managed by TCIF UK; and (ii) Christopher Hohn ("Mr. Hohn", and together with TCIF UK, the "Reporting Persons"), with respect to the Shares directly held by the TCI Funds and Accounts.
(b) The principal business address of the Reporting Persons is 7 Clifford Street, London, W1S 2FT, United Kingdom.
(c) The principal business of the Reporting Persons is investing for accounts under their management.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) TCIF UK is a private limited company organized under the laws of the United Kingdom. Mr. Hohn is a citizen of the United Kingdom.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The 36,521,825 Shares reported herein as beneficially owned by the Reporting Persons were purchased using working capital of the TCI Funds and Accounts at an aggregate cost of approximately $3,492,271,352, excluding brokerage commissions.
| Item 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons acquired the Shares to which this Schedule 13D relates in the ordinary course of business for investment purposes because they believed that the Shares were undervalued and represented an attractive investment opportunity.
The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals (whether preliminary or final) and intend to further discuss with the Company's management and the Board and send presentations and other materials to the Company with respect to the foregoing. The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the Company's operations, management, the composition of the Board (including proposing or nominating director candidates to the Board (which may include representatives of the Reporting Persons), extraordinary transactions with third parties, capital or corporate structure, capital allocation policies, strategy and plans, or may change their intention with respect to any and all matters referred to in this Item 4. The Reporting Persons may communicate with the Company's management, Board, other shareholders or third parties regarding the foregoing. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements (which may include customary standstill provisions).
| CUSIP No. 136375102 | SCHEDULE 13D | Page 5 of 9 Pages |
The Reporting Persons intend to review their investment in the Company on a continuing basis and depending upon various factors, including, without limitation, the Company’s financial position and strategic direction, overall market conditions, the outcome of any discussions referenced above, other investment opportunities available to the Reporting Persons, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Company or the Company's investments through, among other things, the purchase or sale of securities of the Company or the Company's investments, including through transactions involving Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Company or the Company's investments in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable; and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares or the Company's investments without affecting their beneficial ownership of Shares. The Reporting Persons may from time to time have long or short exposure to the Company's investments. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 707,900,000 Shares outstanding which is the number of Shares reported to be outstanding as of July 20, 2021, as reported in the Company's Form 6-K filed with the Securities and Exchange Commission (the "SEC") on July 20, 2021.
As of the date hereof, the Reporting Persons may be deemed to beneficially own 36,521,825 Shares, representing approximately 5.2% of the Shares outstanding.
TCIF UK is the investment manager of the TCI Funds and Accounts. Christopher Hohn is the Managing Director of TCIF UK. By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed to beneficially own the Shares held by the TCI Funds and Accounts.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.
(b) The Reporting Persons have shared voting and dispositive power over 36,521,825 Shares.
(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.
| CUSIP No. 136375102 | SCHEDULE 13D | Page 6 of 9 Pages |
(d) No person other than the Reporting Persons 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.
(e) Not applicable.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Except as otherwise set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to the securities of the Company.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. | |
| Exhibit 1: | Joint Filing Agreement. | |
| CUSIP No. 136375102 | SCHEDULE 13D | Page 7 of 9 Pages |
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: August 30, 2021
| TCI Fund Management Limited | ||
| /s/ Christopher Hohn | ||
| Name: Christopher Hohn | ||
| Title: Managing Director | ||
| /s/ Christopher Hohn | ||
| Christopher Hohn |
| CUSIP No. 136375102 | SCHEDULE 13D | Page 8 of 9 Pages |
Schedule A
Transactions in the Shares of the Company During the Last 60 Days
The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions. The price reported in the column Price Per Share ($) is a weighted average price . These Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate price.
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) | Price Range ($) | |
| 6/30/2021 | 139,280 | 105.515 | 105.05 - 106.045 | |
| 6/30/2021 | 10,720 | 106.159 | 106.05 - 106.31 | |
| 6/30/2021 | 88,300 | 130.827 | 130.31 - 131.3 | * |
| 6/30/2021 | 11,700 | 131.420 | 131.31 - 131.54 | * |
| 7/1/2021 | 82,465 | 105.633 | 105.38 - 105.98 | |
| 7/2/2021 | 143,997 | 106.576 | 106.2 - 107.17 | |
| 7/2/2021 | 6,003 | 107.269 | 107.2 - 107.32 | |
| 7/2/2021 | 284,800 | 131.726 | 131.33 - 132.32 | * |
| 7/2/2021 | 7,300 | 132.432 | 132.33 - 132.52 | * |
| 7/5/2021 | 41,493 | 131.071 | 130.67 - 131.65 | * |
| 7/5/2021 | 100 | 131.670 | 131.67 - 131.67 | * |
| 7/6/2021 | 288,501 | 129.519 | 128.92 - 129.915 | * |
| 7/6/2021 | 42,399 | 130.179 | 129.92 - 130.915 | * |
| 7/6/2021 | 5,500 | 130.969 | 130.92 - 131.08 | * |
| 7/7/2021 | 5,817 | 104.906 | 104.21 - 105.2 |
| 7/7/2021 | 83,899 | 105.807 | 105.21 - 106.16 | |
| 7/7/2021 | 12,200 | 130.638 | 130.13 - 131.12 | * |
| 7/7/2021 | 103,600 | 131.886 | 131.13 - 132.12 | * |
| 7/7/2021 | 79,500 | 132.373 | 132.13 - 132.76 | * |
| 7/8/2021 | 57,601 | 106.458 | 105.92 - 106.91 | |
| 7/8/2021 | 37,259 | 107.583 | 106.92 - 107.91 | |
| 7/8/2021 | 3,485 | 107.943 | 107.92 - 107.99 | |
| 7/8/2021 | 35,049 | 133.541 | 133.04 - 134.02 | * |
| 7/8/2021 | 17,900 | 134.625 | 134.09 - 135.03 | * |
| 7/8/2021 | 31,500 | 135.226 | 135.04 - 135.46 | * |
| 7/9/2021 | 92,800 | 133.542 | 132.93 - 133.925 | * |
| 7/9/2021 | 1,200 | 133.943 | 133.93 - 133.96 | * |
| 7/12/2021 | 139,200 | 131.776 | 131.226 - 132.16 | * |
| 7/12/2021 | 40,300 | 132.788 | 132.24 - 133.224 | * |
| 7/12/2021 | 9,700 | 133.461 | 133.228 - 133.749 | * |
| 7/13/2021 | 190,200 | 131.751 | 131.35 - 132.22 | * |
| 7/14/2021 | 47,300 | 131.810 | 131.4 - 132.08 | * |
| 7/15/2021 | 165,600 | 132.410 | 131.83 - 132.82 | * |
| 7/15/2021 | 7,300 | 132.855 | 132.83 - 132.91 | * |
| CUSIP No. 136375102 | SCHEDULE 13D | Page 9 of 9 Pages |
| 7/16/2021 | 103,135 | 131.357 | 130.793 - 131.79 | * |
| 7/16/2021 | 87,565 | 131.977 | 131.797 - 132.16 | * |
| 7/20/2021 | 19,057 | 129.254 | 128.51 - 129.51 | * |
| 7/20/2021 | 201,743 | 129.831 | 129.51 - 130.507 | * |
| 7/20/2021 | 23,200 | 130.751 | 130.51 - 130.985 | * |
| 7/21/2021 | 186,900 | 131.091 | 130.46 - 131.45 | * |
| 7/21/2021 | 5,100 | 131.536 | 131.46 - 131.78 | * |
| 7/22/2021 | 125,000 | 105.267 | 104.87 - 105.67 | |
| 7/22/2021 | 137,300 | 132.336 | 131.74 - 132.739 | * |
| 7/22/2021 | 7,700 | 132.813 | 132.74 - 132.99 | * |
| 7/23/2021 | 143,000 | 105.792 | 105.58 - 106.05 | |
| 7/23/2021 | 27,900 | 132.707 | 131.94 - 132.936 | * |
| 7/23/2021 | 110,300 | 133.164 | 132.94 - 133.63 | * |
| 7/26/2021 | 131,453 | 131.626 | 131.18 - 132.17 | * |
| 7/26/2021 | 3,700 | 132.221 | 132.18 - 132.36 | * |
| 7/27/2021 | 5,100 | 131.724 | 131.2 - 132.13 | * |
| 7/27/2021 | 26,963 | 132.950 | 132.3 - 133.14 | * |
| 7/27/2021 | 133,437 | 133.973 | 133.27 - 134.2 | * |
| 7/27/2021 | 121,500 | 134.294 | 134.2 - 134.55 | * |
| 7/28/2021 | 223,593 | 133.329 | 132.74 - 133.73 | * |
| 7/28/2021 | 6,407 | 133.868 | 133.74 - 133.94 | * |
| 7/29/2021 | 187,700 | 133.969 | 133.64 - 134.63 | * |
| 7/29/2021 | 57,300 | 135.056 | 134.65 - 135.38 | * |
| 7/30/2021 | 99,500 | 107.648 | 107.28 - 108.27 | |
| 7/30/2021 | 45,947 | 108.556 | 108.33 - 108.66 | |
| 7/30/2021 | 64,805 | 133.877 | 133.27 - 134.26 | * |
| 7/30/2021 | 79,395 | 134.876 | 134.27 - 135.26 | * |
| 7/30/2021 | 30,300 | 135.395 | 135.27 - 135.5 | * |
| 8/2/2021 | 66,370 | 107.533 | 107.14 - 108.13 | |
| 8/2/2021 | 21,533 | 108.671 | 108.14 - 108.8 | |
| 8/3/2021 | 187,970 | 135.434 | 134.92 - 135.91 | * |
| 8/3/2021 | 2,030 | 135.951 | 135.93 - 135.999 | * |
| 8/4/2021 | 127,000 | 135.223 | 134.585 - 135.584 | * |
| 8/4/2021 | 2,600 | 135.607 | 135.59 - 135.63 | * |
| 8/5/2021 | 168,775 | 135.105 | 134.62 - 135.61 | * |
| 8/5/2021 | 9,825 | 135.759 | 135.62 - 135.94 | * |
| 8/6/2021 | 29,300 | 137.105 | 136.34 - 137.339 | * |
| 8/6/2021 | 25,500 | 137.487 | 137.34 - 137.75 | * |
| 8/17/2021 | 100,000 | 105.786 | 105.6121 - 105.95 | |
| 8/18/2021 | 66,688 | 106.335 | 105.79 - 106.78 | |
| 8/18/2021 | 17,014 | 107.106 | 106.79 - 107.51 | |
| 8/18/2021 | 67,967 | 134.347 | 133.55 - 134.548 | * |
| 8/18/2021 | 28,994 | 134.908 | 134.55 - 135.54 | * |
| 8/18/2021 | 2,000 | 135.634 | 135.568 - 135.68 | * |
| 8/19/2021 | 70,914 | 105.875 | 105.350 - 106.345 | |
| 8/19/2021 | 22,174 | 106.533 | 106.350 - 106.680 | |
| 8/19/2021 | 18,300 | 135.169 | 134.380 - 135.370 | * |
| 8/19/2021 | 49,300 | 135.754 | 135.380 - 136.370 | * |
| 8/19/2021 | 14,100 | 136.583 | 136.380 - 136.770 | * |
| 8/20/2021 | 45,000 | 105.736 | 105.470 - 106.020 | |
| 8/20/2021 | 45,000 | 135.788 | 135.480 - 136.110 | * |
| 8/23/2021 | 99,040 | 136.224 | 135.600 - 136.598 | * |
| 8/23/2021 | 20,960 | 136.698 | 136.600 - 136.890 | * |
| 8/24/2021 | 180,000 | 136.138 | 135.922 - 136.300 | * |
| 8/25/2021 | 135,700 | 136.574 | 136.000 - 136.990 | * |
| 8/25/2021 | 1,000 | 137.030 | 137.010 - 137.040 | * |
| 8/26/2021 | 65,099 | 137.474 | 136.830 - 137.825 | * |
| 8/26/2021 | 74,901 | 138.144 | 137.830 - 138.480 | * |
| 8/27/2021 | 175,988 | 139.149 | 138.600 - 139.590 | * |
| 8/27/2021 | 14,012 | 139.670 | 139.600 - 139.750 | * |
* Trades executed in Canadian dollars.
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: August 30, 2021
| TCI Fund Management Limited | ||
| /s/ Christopher Hohn | ||
| Name: Christopher Hohn | ||
| Title: Managing Director | ||
| /s/ Christopher Hohn | ||
| Christopher Hohn |