Amended Statement of Beneficial Ownership (sc 13d/a)
19 October 2021 - 07:14AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a) |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 6) |
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Canadian National Railway Company
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(Name of Issuer) |
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Common Shares, No Par Value
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(Title of Class of Securities) |
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136375102
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(CUSIP Number) |
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Mr. Christopher Hohn |
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TCI Fund Management Limited |
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7 Clifford St |
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London W1S 2FT, United Kingdom |
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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
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(Name, Address and Telephone Number of Person |
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Authorized to Receive Notices and Communications) |
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October 18, 2021
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(Date of Event which Requires |
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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 5 Pages)
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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/A |
Page
2
of 5 Pages |
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1 |
NAME OF
REPORTING PERSON
TCI Fund Management Limited
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a) ¨
(b) ¨
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
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8 |
SHARED
VOTING POWER
36,699,825
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9 |
SOLE
DISPOSITIVE POWER
0
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10 |
SHARED
DISPOSITIVE POWER
36,699,825
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,699,825
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.2%
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14 |
TYPE OF
REPORTING PERSON
CO
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| CUSIP No. 136375102 |
SCHEDULE 13D/A |
Page
3
of 5 Pages |
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1 |
NAME OF
REPORTING PERSON
Christopher Hohn
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a) ¨
(b) ¨
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
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8 |
SHARED
VOTING POWER
36,699,825
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9 |
SOLE
DISPOSITIVE POWER
0
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10 |
SHARED
DISPOSITIVE POWER
36,699,825
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,699,825
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
¨ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.2%
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14 |
TYPE OF
REPORTING PERSON
IN
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| CUSIP No. 136375102 |
SCHEDULE 13D/A |
Page
4
of 5 Pages |
The following constitutes Amendment No. 6 to the Schedule 13D
filed by the undersigned (“Amendment No. 6”). This Amendment
No. 6 amends the Schedule 13D as specifically set forth herein.
Capitalized terms used herein and not otherwise defined in this
Amendment No. 6 have the meanings set forth in the Schedule
13D.
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Item 4. |
PURPOSE OF TRANSACTION. |
Item
4 of the Schedule 13D is hereby amended and supplemented as
follows:
On October 18, 2021, the Reporting Persons issued a press release
(the “October 18 Press Release”) summarizing a presentation
to the shareholders of the Issuer released on October 18, 2021 (the
“October 18 Shareholder Presentation”) discussing their
belief that shareholders should vote to reconstitute the Board by
electing their nominees and removing certain directors, and that
the newly constituted Board should replace the CEO of the Issuer,
as further detailed therein. The foregoing descriptions of the
October 18 Press Release and the October 18 Shareholder
Presentation are not intended to be complete and are qualified in
their entirety by reference to the full text of the October 18
Press Release and the October 18 Shareholder Presentation, copies
of which are filed herewith, respectively, as Exhibit 8 and
Exhibit 9 and are incorporated by reference herein.
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Item 7. |
MATERIAL TO BE FILED AS EXHIBITS. |
Item
7 of the Schedule 13D is hereby amended and supplemented by the
addition of the following:
Exhibit 8: October 18 Press Release, issued October 18, 2021
Exhibit 9: October 18 Shareholder Presentation, dated October 18,
2021
| CUSIP No. 136375102 |
SCHEDULE 13D/A |
Page
5
of 5 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: October 18, 2021
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TCI Fund Management
Limited |
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/s/ Christopher Hohn |
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Name: |
Christopher Hohn |
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| Title: |
Managing
Director |
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/s/ Christopher Hohn |
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Christopher
Hohn |
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