CSX CORP — Director's Dealing 2014

Jun 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2014-06-20

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-20	Common Stock	S	32200	$31.00	Disposed	167604	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	352	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	125000	Indirect
Common Stock	27251	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The plan has been approved pursuant to the terms of the Issuer's policies and is part of the Reporting Person's strategy to diversify assets.

F2: 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.

F3: 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.

F4: By Trustee, Clarence W. Gooden.