CSX CORP — Director's Dealing 2010

Nov 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2010-11-04

Reporting Person: Behring Alexandre (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-05	Common Stock, $1.00 par value	J	900	$62.63	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	1500	$62.64	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	1400	$62.65	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	800	$62.66	Acquired	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	11700	Indirect
Common Stock, $1.00 par value	1871	Direct

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"), which is the general partner of 3G Fund (3G Fund together with 3G Capital Ltd. and 3G Capital L.P., "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 in 3G Fund. This report shall not be deemed an admission that Mr. Behring is the beneficial owner of any securities held by 3G Fund for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

F2: 3G Fund closed out of its position in the securities of CSX Corporation through the transactions disclosed in this report.

F4: Open market trade.

F8: By Trustee, CSX Corporation Directors' Stock Trust.