| 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. 7) | |
|
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) | |
|
January 25, 2022 | |
| (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.
(Continued on following pages)
(Page 1 of 5 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/A | Page 2 of 5 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 36,699,825 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 36,699,825 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 36,699,825 | |||
| 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/A | Page 3 of 5 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 36,699,825 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 36,699,825 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 36,699,825 | |||
| 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/A | Page 4 of 5 Pages |
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On January 25, 2022, TCIF UK, the TCI Funds (the "TCI Parties") and the Issuer entered into a letter agreement (the “Letter Agreement”), pursuant to which the Issuer agreed to appoint two new independent directors to the Board no later than the Issuer's 2022 annual general meeting. Under the Letter Agreement, the TCI Parties agreed to withdraw requisition of Special Meeting and abide by certain standstill and voting terms. The foregoing description of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10 and is incorporated by reference herein.
| Item 6. | PURPOSE OF TRANSACTION. |
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6.
| 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 10: Letter Agreement, dated January 25, 2022 (incorporated by reference to Exhibit 1 of the Issuer’s Current Report on the Form 6-K filed with the SEC on January 26, 2022).
| 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: January 26, 2022
| TCI Fund Management Limited | |
| /s/ Christopher Hohn | |
| Name: Christopher Hohn | |
| Title: Managing Director | |
| /s/ Christopher Hohn | |
| Christopher Hohn |