CSX CORP — Director's Dealing 2008

Sep 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2008-09-17

Reporting Person: Behring Alexandre (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-17	Equity Swap	$	J	1	Disposed		See Footnote (1700000)	Indirect
2008-09-17	Equity Swap	$	J	1	Disposed		See Footnote (80000)	Indirect
2008-09-17	Equity Swap	$	J	1	Disposed		See Footnote (500000)	Indirect
2008-09-17	Equity Swap	$	J	1	Disposed		See Footnote (300000)	Indirect
2008-09-17	Equity Swap	$	J	1	Disposed		See Footnote (600000)	Indirect
2008-09-17	Equity Swap	$	J	1	Disposed		See Footnote (100000)	Indirect
2008-09-17	Equity Swap	$	J	1	Acquired		See Footnote (3280000)	Indirect

Footnotes

F1: The purpose and effect of the transactions described in this Form 4 were to transfer existing swap agreements ("TRS") from Morgan Stanley & Co. International plc ("Morgan Stanley") to Citibank N.A. ("Citi").

F2: 3G Fund L.P ("3G Fund") was a party to TRS with Morgan Stanley that referenced shares of the issuer, pursuant to which Morgan Stanley agreed to pay 3G Fund an amount equal to any increase in the price of the reference shares above a reference price plus any dividends and 3G Fund agreed to pay Morgan Stanley an amount equal to (i) any decrease in the price of the reference shares below a reference price and (ii) the federal funds rate plus a spread, for an aggregate of 1,700,000, 80,000, 500,000, 300,000, 600,000 and 100,000 notional shares with initial respective reference prices of $41.22, $43.51, $43.27, $43.78, $43.88 and $43.91 on periodic payment dates for the term of the TRS. Each TRS had an indeterminate termination date and could terminated by 3G Fund at any time. Under the TRS, all balances had to be cash settled and 3G Capital (defined in note 6) did not acquire any voting or similar rights, or dispositive power over referenced shares.

F3: On September 17, 2008, the 3G Fund closed the TRS with Morgan Stanley in the amount of 1,700,000, 80,000, 500,000, 300,000, 600,000 and 100,000 notional shares, respectively, each at a price of $54.5528.

F4: Common Stock, $1.00 par value

F5: 3G Fund entered into a TRS with Citi that references shares of the issuer, pursuant to which Citi has agreed to pay 3G Fund an amount equal to any increase in the price of the reference shares above a reference price plus any dividends and 3G Fund has agreed to pay Citi an amount equal to (i) any decrease in the price of the reference shares below a reference price and (ii) the federal funds rate plus a spread, for an aggregate of 3,280,000 notional shares with initial reference price of $54.7995 on periodic payment dates for the term of the TRS. The TRS has an indeterminate termination date and may be terminated by 3G Fund at any time. Under the TRS, all balances must be cash settled and 3G Capital will not acquire any voting or similar rights, or dispositive power over referenced shares.

F6: 3G Capital Partners Ltd. ("3G Capital Ltd.") is the general partner of 3G Capital Partners, L.P. ("3G Capital L.P."), which is the sole member of 3G Fund Partners, Ltd. ("3G Fund Ltd."), which is the general partner of 3G Fund (3G Fund together with 3G Capital Ltd., 3G Capital L.P. and 3G Fund Ltd., "3G Capital"). Mr. Behring is the Managing Director of 3G Capital Ltd. and is therefore in a position to determine the investment and voting decisions made by 3G Fund. Mr. Behring disclaims beneficial ownership of any and all securities held by 3G Fund except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Behring is the beneficial owner of any such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.