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: 2011-10-24

Reporting Person: WARD MICHAEL J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-24	Common Stock	G	160000	—	Disposed	598025	Direct
2012-01-20	Common Stock	A	718419	$22.82	Acquired	1316444	Direct
2012-01-20	Common Stock	F	257516	$22.82	Disposed	1058928	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	397303	Indirect
Common Stock	13366	Indirect

Footnotes

F1: Gift of 160,000 shares by Michael J. Ward 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 505,350 shares of common stock.

F3: Shares awarded 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 264,869 shares of common stock.

F6: By Trustee, CSX Corporation Executive Stock Trust.

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 8,767 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.