Sec Form 4 Filing - Mantle Ridge LP @ CSX CORP - 2017-03-07

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 (MM/DD/YY) 03/07/2017 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Purchase contract (obligation to buy) $ 30.79 03/07/2017 X 2,320,154 12/12/2016 12/12/2018 Common Stock 2,320,154 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 31.21 03/07/2017 X 2,179,655 12/13/2016 12/13/2018 Common Stock 2,179,655 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.14 03/07/2017 X 211,000 12/13/2016 12/13/2018 Common Stock 211,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 36.95 03/07/2017 X 572,700 12/14/2016 12/14/2018 Common Stock 572,700 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 31 03/07/2017 X 593,285 12/16/2016 12/17/2018 Common Stock 593,285 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 31.06 03/07/2017 X 938,626 12/16/2016 12/17/2018 Common Stock 938,626 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.02 03/07/2017 X 208,000 12/27/2016 12/27/2018 Common Stock 208,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 36.82 03/07/2017 X 51,000 12/28/2016 12/28/2018 Common Stock 51,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 36.27 03/07/2017 X 4,000,000 01/17/2017 01/17/2019 Common Stock 4,000,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.23 03/07/2017 X 295,000 01/18/2017 01/18/2019 Common Stock 295,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 30.63 03/07/2017 X 2,246,491 02/21/2017 02/21/2019 Common Stock 2,246,491 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 31.3 03/07/2017 X 1,077,512 02/21/2017 02/21/2019 Common Stock 1,077,512 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 36.84 03/07/2017 X 572,000 02/21/2017 02/21/2019 Common Stock 572,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 36.66 03/07/2017 X 483,000 02/22/2017 02/22/2019 Common Stock 483,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 30.51 03/07/2017 X 1,606,731 03/01/2017 03/01/2019 Common Stock 1,606,731 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 30.6 03/07/2017 X 1,103,772 03/01/2017 03/01/2019 Common Stock 1,103,772 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 30.62 03/07/2017 X 1,592,095 03/01/2017 03/01/2019 Common Stock 1,592,095 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 30.66 03/07/2017 X 995,816 03/01/2017 03/01/2019 Common Stock 995,816 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 30.76 03/07/2017 X 533,726 03/01/2017 03/01/2019 Common Stock 533,726 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 36.61 03/07/2017 X 190,717 03/03/2017 03/04/2019 Common Stock 190,717 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.38 03/07/2017 X 951,576 03/06/2017 03/06/2019 Common Stock 951,576 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.63 03/07/2017 X 1,074,036 03/06/2017 03/06/2019 Common Stock 1,074,036 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.56 03/07/2017 X 510,511 03/07/2017 03/07/2019 Common Stock 510,511 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.83 03/07/2017 X 981,688 03/07/2017 03/07/2019 Common Stock 981,688 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 38.35 03/07/2017 X 2,791,487 03/07/2017 03/07/2019 Common Stock 2,791,487 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 38.57 03/07/2017 X 2,488,348 03/07/2017 03/07/2019 Common Stock 2,488,348 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 38.9 03/07/2017 X 3,138,792 03/07/2017 03/07/2019 Common Stock 3,138,792 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 38.55 03/07/2017 X 1,154,797 03/07/2017 03/07/2019 Common Stock 1,154,797 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Purchase contract (obligation to buy) $ 37.49 03/07/2017 X 1,401,152 03/07/2017 03/07/2019 Common Stock 1,401,152 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mantle Ridge LP 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY10022 X MR Argent Advisor LLC 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY10022 X MR Argent GP LLC 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY10022 X Hilal Paul C 900 THIRD AVENUE, 11TH FLOOR NEW YORK, NY10022 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:

( 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 )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, M R 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"). ( 3 )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. ( 4 )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.

Remarks: Multiple Forms Filed, 3 of 3

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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