CSX CORP — Director's Dealing 2009

Apr 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-04-20

Reporting Person: HOHN CHRISTOPHER (Director, See Remarks)
Reporting Person: Childrens Investment Fund Management (UK) LLP (See Remarks)
Reporting Person: CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. (See Remarks)
Reporting Person: CHILDREN'S INVESTMENT MASTER FUND (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-20	Common Stock, $1.00 par value (Common Stock)	S	2291897	$29.07	Disposed	15505101	Indirect
2009-04-20	Common Stock	S	93103	$30.09	Disposed	15411998	Indirect
2009-04-21	Common Stock	S	4055293	$28.69	Disposed	11356705	Indirect
2009-04-21	Common Stock	S	518756	$29.40	Disposed	10837949	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5150	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.645 to $29.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3), (4) and (5) of this Form 4.

F2: The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.65 to $30.395, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.305 to $29.305, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.31 to $29.75, inclusive.

F6: Shares of Common Stock previously reported as an exempt payment pursuant to Rule 16b-3 to Mr. Hohn of director's fees and/or annual retainer in the form of Common Stock of the Issuer pursuant to the CSX Corporation Stock Plan for Directors. Such shares of Common Stock are held directly by Mr. Hohn for the benefit of the TCI Fund.