CSX CORP — Director's Dealing 2012

Jan 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2012-01-03

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	F	36811	$21.06	Disposed	218968	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	334	Indirect
Common Stock	164274	Indirect

Footnotes

F1: On June 15, 2011, the common stock of the CSX Corporation split 3-for-1, resulting in the Reporting Person's ownership of an additional 76,391 shares of common stock deferred pursuant to CSX Corporation's deferred compensation plan. Pursuant to the Reporting Person's election under the deferred compensation plan, 116,498 shares of deferred common stock were distributed to the Reporting Person on January 3, 2012.

F2: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownship of an additional 92,854 shares of common stock.

F3: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 219 shares of common stock.

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: On June 15, 2011, the common stock of CSX Corporation split 3-for-1, resulting in the reporting person's ownership of an additional 109,516 shares of common stock.

F6: These shares are held in a Trust for the Reporting Person's spouse. The Reporting Person's spouse is the Trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.