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: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Common Stock	A	32327	$22.82	Acquired	80183	Direct
2012-01-20	Common Stock	F	8708	$22.82	Disposed	71475	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43965	Indirect
Common Stock	49642	Indirect
Common Stock	6798	Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2009 - 2001 Long Term Incentive Plan.

F2: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 31,904 shares of common stock.

F3: Withholding of stock to satisfy tax withholding obligation.

F4: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 29,310 shares of common stock.

F5: By Carolyn T. Sizemore, Trustee.

F6: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 32,552 shares of common stock.

F7: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F8: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownship of an additional 4,459 shares of common stock.

F9: 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.