CSX CORP — Director's Dealing 2012

Jan 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2012-01-20

Reporting Person: FITZSIMMONS ELLEN M (SVP, General Counsel, Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Common Stock	A	179608	$22.82	Acquired	236953	Direct
2012-01-20	Common Stock	F	61211	$22.82	Disposed	175742	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19914	Indirect
Common Stock	10037	Indirect
Common Stock	260342	Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2009 - 2011 Long Term Incentive Plan.

F2: Withholding of stock to satisfy tax withholding obligation.

F3: By Trustee, CSX Corporation Executive Stock Trust.

F4: By Trustee, CSX Corporation Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

F5: By Ellen M. Fitzsimmons, Trustee.