Filing Details
- Accession Number:
- 0000902664-25-002033
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-29 20:00:00
- Filed By:
- TCI Fund Management
- Company:
- Canadian National Railway Co (NYSE:CNI)
- Filing Date:
- 2025-04-30
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| TCI Fund Management Limited | 0 | 26,166,798 | 0 | 26,166,798 | 26,166,798 | 4.2% |
| Christopher Hohn | 0 | 26,166,798 | 0 | 26,166,798 | 26,166,798 | 4.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
CANADIAN NATIONAL RAILWAY CO (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, X0, W1S 2FT 44 20 7440 2330 Eleazer Klein, Esq. Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 (212) 756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2025 (Date of Event Which Requires Filing of This Statement) |
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 136375102 |
| 1 |
Name of reporting person
TCI Fund Management Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,166,798.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 136375102 |
| 1 |
Name of reporting person
Christopher Hohn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,166,798.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, No Par Value | |
| (b) | Name of Issuer:
CANADIAN NATIONAL RAILWAY CO | |
| (c) | Address of Issuer's Principal Executive Offices:
935 DE LA GAUCHETIERE ST W, MONTREAL QUEBEC, CANADA, QUEBEC,
QUEBEC, CANADA
, H3B 2M9. | |
Item 1 Comment:
The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned ("Amendment No. 10"). This Amendment No. 10 amends and restates Items 3 and 5 of the Schedule 13D as set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The 26,166,798 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 $2,716,968,911, excluding brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 628,450,886 Shares outstanding which is the number of Shares reported to be outstanding as of March 7, 2025, as reported in Exhibit 99.3 attached to the Company's Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 26, 2025.
As of the close of business on April 29, 2025, the Reporting Persons may be deemed to beneficially own 26,166,798 Shares, representing approximately 4.2% 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 26,166,798 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. | |
| (e) | December 11, 2024. | |
| SIGNATURE | |
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.
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