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: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock	A	1936	$20.81	Acquired	40291	Direct
2013-01-22	Common Stock	F	633	$20.81	Disposed	39658	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77751	Indirect
Common Stock	50889	Indirect
Common Stock	6970	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 Carolyn T. Sizemore, Trustee.

F4: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F5: 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.