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    Amendment: SEC Form SC 13D/A filed by Canadian National Railway Company

    11/4/24 3:00:25 PM ET
    $CNI
    Railroads
    Industrials
    Get the next $CNI alert in real time by email
    SC 13D/A 1 p24-3188sc13da.htm CANADIAN NATIONAL RAILWAY COMPANY
    SECURITIES AND EXCHANGE COMMISSION
     
    Washington, D.C. 20549
    _______________
     
    SCHEDULE 13D/A
     
    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. 9)
     

    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)
     

    October 31, 2024

    (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.

     

    --------------------------

    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. 13637510213D/APage 2 of 7 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

    32,719,677

    9

    SOLE DISPOSITIVE POWER

    0

    10

    SHARED DISPOSITIVE POWER

    32,719,677

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    32,719,677

    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. 13637510213D/APage 3 of 7 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

    32,719,677

    9

    SOLE DISPOSITIVE POWER

    0

    10

    SHARED DISPOSITIVE POWER

    32,719,677

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    32,719,677

    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. 13637510213D/APage 4 of 7 Pages

    The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned ("Amendment No. 9"). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings set forth in the Schedule 13D.

    Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     

    Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     

    The 32,719,677 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 $3,278,812,589, excluding brokerage commissions.

     

    Item 5. INTEREST IN SECURITIES OF THE COMPANY.

     

    Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

     

    (a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 628,800,000 Shares outstanding which is the number of Shares reported to be outstanding as of October 22, 2024, as reported in the Company's Form 6-K filed with the Securities and Exchange Commission (the "SEC") on October 22, 2024.

     

    As of the close of business on November 1, 2024, the Reporting Persons may be deemed to beneficially own 32,719,677 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 32,719,677 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. 13637510213D/APage 5 of 7 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: November 4, 2024

     

     

    TCI Fund Management Limited  
       
       
    /s/ Christopher Hohn  
    Name: Christopher Hohn  
    Title: Managing Director  
       
    /s/ Christopher Hohn  
    Christopher Hohn  

     

     

    CUSIP No. 13637510213D/APage 6 of 7 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 as of the close of business on November 1, 2024. 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 ($) Price Range ($)  
             
    9/18/2024 (100,400)   159.687 159.245 - 160.240 *
    9/18/2024 (43,000)   160.427 160.245 - 161.220 *
    9/19/2024 (200,850)   161.226 160.500 - 161.490 *
    9/19/2024 (24,150)   161.767 161.500 - 162.450 *
    9/20/2024 (105,359)   157.507 157.040 - 158.040 *
    9/20/2024 (299,109)   158.722 158.041 - 159.040 *
    9/20/2024 (15,632)   159.169 159.045 - 159.410 *
    9/20/2024 (4,900)   160.750 160.750 - 160.750 *
    9/23/2024 (183,278)   158.129 157.570 - 158.560 *
    9/23/2024 (31,722)   158.766 158.570 - 159.000 *
    9/24/2024 (174,534)   158.793 158.130 - 159.128 *
    9/24/2024 (8,866)   159.162 159.130 - 159.225 *
    9/25/2024 (73,970)   156.222 156.060 - 157.000 *
    9/25/2024 (29,700)   157.589 157.110 - 158.050 *
    9/25/2024 (14,730)   158.272 158.060 - 158.580 *
    9/26/2024 (122,406)   157.214 156.500 - 157.497 *
    9/26/2024 (74,602)   157.704 157.500 - 157.934 *
    9/27/2024 (88,712)   157.661 157.020 - 158.019 *
    9/27/2024 (96,898)   158.362 158.020 - 159.009 *
    9/27/2024 (4,390)   159.118 159.020 - 159.210 *
    9/30/2024 (47,362)   157.166 156.450 - 157.440 *
    9/30/2024 (52,538)   157.833 157.450 - 158.440 *
    9/30/2024 (100)   158.460 158.460 - 158.460 *
    10/1/2024 (32,300) 116.703 115.890 - 116.836  
    10/1/2024 (20,000) 117.107 117.107 - 117.107  
    10/1/2024 (30,400)   157.146 156.500 - 157.490 *
    10/1/2024 (59,600)   157.940 157.500 - 158.290 *
    10/2/2024 (73,900) 116.134 116.000 - 116.370  
    10/2/2024 (72,587)   156.848 156.360 - 157.355 *
    10/2/2024 (12,413)   157.716 157.360 - 158.280 *
    10/17/2024 (133,473)   157.462 156.810 - 157.805 *
    10/17/2024 (70,415)   158.222 157.810 - 158.805 *
    10/17/2024 (12,012)   158.998 158.810 - 159.420 *
    10/18/2024 (66,400)   156.605 156.112 - 157.080 *
    10/18/2024 (106,100)   157.604 157.140 - 158.083 *

     

    CUSIP No. 13637510213D/APage 7 of 7 Pages

     

    10/21/2024 (110,296)   155.616 155.130 - 156.125 *
    10/21/2024 (62,904)   156.530 156.130 - 157.120 *
    10/21/2024 (11,800)   157.349 157.130 - 157.600 *
    10/22/2024 (213,699)   154.327 153.860 - 154.850 *
    10/22/2024 (29,301)   155.267 154.864 - 155.780 *
    10/23/2024 (43,498) 112.506 112.050 - 113.010  
    10/23/2024 (106,502) 113.974 113.050 - 114.810  
    10/23/2024 (30,000)   155.242 154.865 - 155.795 *
    10/23/2024 (120,000)   157.642 157.642 - 157.642 *
    10/24/2024 (207,253)   153.391 152.890 - 153.888 *
    10/24/2024 (12,747)   154.231 153.891 - 154.862 *
    10/25/2024 (79,682) 111.141 110.630 - 111.620  
    10/25/2024 (318) 111.643 111.630 - 111.650  
    10/25/2024 (63,900)   154.296 153.750 - 154.740 *
    10/25/2024 (11,100)   154.836 154.750 - 154.960 *
    10/28/2024 (70,000) 111.326 110.840 - 111.710  
    10/28/2024 (71,815)   154.499 153.890 - 154.860 *
    10/28/2024 (23,185)   155.129 154.895 - 155.460 *
    10/29/2024 (88,483) 110.627 110.210 - 111.200  
    10/29/2024 (6,517) 111.335 111.210 - 111.470  
    10/29/2024 (109,249)   153.830 153.420 - 154.418 *
    10/29/2024 (30,751)   154.595 154.420 - 154.950 *
    10/30/2024 (92,684)   152.880 152.410 - 153.400 *
    10/30/2024 (57,316)   153.639 153.410 - 153.940 *
    10/31/2024 (156,700)   150.633 150.170 - 151.160 *
    10/31/2024 (8,300)   151.213 151.170 - 151.400 *
    11/1/2024 (193,683) 150.760 150.140 - 151.130 *
    11/1/2024 (16,317) 151.304 151.140 - 151.500 *

     

    * Trades executed in Canadian dollars.

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