CSX CORP — Director's Dealing 2008

Aug 7, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2008-07-28

Reporting Person: Behring Alexandre (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	17232854	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Equity Swap	$		Common Stock, $1.00 par value (1700000)		Indirect
Equity Swap	$		Common Stock, $1.00 par value (80000)		Indirect
Equity Swap	$		Common Stock, $1.00 par value (500000)		Indirect
Equity Swap	$		Common Stock, $1.00 par value (300000)		Indirect
Equity Swap	$		Common Stock, $1.00 par value (600000)		Indirect
Equity Swap	$		Common Stock, $1.00 par value (100000)		Indirect

Footnotes

F1: 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 L.P ("3G Fund," and, 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.

F2: 3G Fund is a party to swap agreements ("TRS") with Morgan Stanley & Co. International plc ("Morgan Stanley") that reference shares of the issuer, pursuant to which Morgan Stanley 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 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 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.