CSX CORP — Director's Dealing 2015

Sep 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2015-09-15

Reporting Person: RATCLIFFE DAVID M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-15	Common Stock	A	865	$28.89	Acquired	223499	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-15	Phantom Stock	$	A	68	Acquired		Common Stock (68)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1868	Direct

Footnotes

F1: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

F3: Price of each unit of phantom stock was determined at the time of the applicable deferral pursuant to the Plan; therefore, the units have been acquired at various prices.

F4: Each unit of phantom stock is the economic equivalent of one share of Company common stock. Units of phantom stock become payable, in cash, consistent with the Reporting Person's distribution election made at the time of deferral.

F5: Includes units of phantom stock credited to the Reporting Person's account as a result of the dividend reinvestment feature of the CSX Corporation Directors Deferred Compensation Plan.