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: FITZSIMMONS ELLEN M (SVP, General Counsel, Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock	A	10755	$20.81	Acquired	57943	Direct
2013-01-22	Common Stock	F	2980	$20.81	Disposed	54963	Direct
2012-11-09	Common Stock	G	49500	$0.00	Disposed	346691	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19914	Indirect
Common Stock	10290	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: Gift of 49,500 shares.

F4: By Ellen M. Fitzsimmons, 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.