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: 2011-06-23

Reporting Person: Mancini Lisa A. (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-23	Common Stock	G	200	—	Disposed	82690	Direct
2012-01-20	Common Stock	A	89801	$22.82	Acquired	172491	Direct
2012-01-20	Common Stock	F	28493	$22.82	Disposed	143998	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61625	Indirect
Common Stock	7083	Indirect

Footnotes

F1: Gift of 200 shares made to a 501(c)(3) charitable organization.

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 55,260 shares of common stock.

F3: Shares awareded pursuant to the CSX 2009 - 2011 Long Term Incentive Plan.

F4: Withholding of stock to satisfy tax withholding obligation.

F5: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 40,409 shares of common stock.

F6: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F7: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 4,498 shares of common stock.

F8: 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.