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
2010-11-04	Common Stock, $1.00 par value	J	20512854	$62.00	Disposed	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	1454709	$62.04	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	541329	$62.05	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	51336	$62.06	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	30591	$62.07	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	25752	$62.08	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	25590	$62.09	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	25025	$62.10	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	27494	$62.11	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	37260	$62.12	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	39224	$62.13	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	17900	$62.14	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	8466	$62.15	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	11542	$62.16	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	7342	$62.17	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	12000	$62.18	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	6426	$62.19	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	10919	$62.20	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	18757	$62.21	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	13278	$62.22	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	7400	$62.23	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	18300	$62.24	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	32330	$62.25	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	47100	$62.26	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	42400	$62.27	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	4667	$62.28	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	2900	$62.29	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	8615	$62.30	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	10800	$62.31	Acquired	0	Indirect
2010-11-05	Common Stock, $1.00 par value	J	16300	$62.32	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-11	Equity Swap	$	J	1	Disposed		See Footnote (3280000)	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"), 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.

F3: Block trade with J.P. Morgan Securities LLC.

F4: Open market trade.

F5: As previously disclosed, 3G Fund entered into a swap agreement ("TRS") with Citibank N.A. ("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.

F6: 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. On November 5, 2010, as part of closing out its position in the securities of CSX Corporation, 3G Capital closed the TRS with Citi at a price of $62.0298.

F7: Common Stock, $1.00 par value.