CSX CORP — Director's Dealing 2010

Jun 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2010-06-15

Reporting Person: Behring Alexandre (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-15	Common Stock	A	399.48	$53.62	Acquired	11313.79	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1871	Direct
Common Stock	17232854	Indirect

Footnotes

F1: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the CSX Corporation Stock Plan for Directors. Receipt of the Common Stock has been defered until after the reporting person ceases to be a director.

F2: By Trustee, CSX Corporation Stock Plan for Directors.

F3: 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.