CSX CORP — Director's Dealing 2013

Jan 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2013-01-22

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock	A	16132	$20.81	Acquired	234781	Direct
2013-01-22	Common Stock	F	4427	$20.81	Disposed	230354	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	342	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	125000	Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2010 - 2012 Long Term Incentive Plan.

F2: Withholding of stock to satisfy tax withholding obligation.

F3: By Trustee, CSX Tax Savings Thrift Plan. The number reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

F4: 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.

F5: By Trustee, Clarence W. Gooden.