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CSX CORP Director's Dealing 2013

Jan 24, 2013

29952_dirs_2013-01-24_8838c24d-283c-4b68-8b03-1bdf0ab7c08f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-31 Common Stock G 210000 Disposed 399523 Direct
2013-01-22 Common Stock A 43019 $20.81 Acquired 442542 Direct
2013-01-22 Common Stock F 11759 $20.81 Disposed 430783 Direct
2012-01-31 Common Stock G 210000 Acquired 210000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 397303 Indirect
Common Stock 13703 Indirect

Footnotes

F1: The transaction involved a gift of shares of common stock by the Reporting Person to a trust held in the name of the Reporting Person's spouse.

F2: Shares awarded pursuant to the CSX 2010 - 2012 Long Term Incentive Plan.

F3: Withholding of stock to satisfy tax withholding obligation.

F4: By Kim Anspach Ward, Trustee.

F5: By Trustee, CSX Corporation Executive Stock Trust.

F6: 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.