CSX CORP — Director's Dealing 2015

May 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2015-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-07	Common Stock	F	27593	$35.91	Disposed	571516	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	397303	Indirect
Common Stock	14305	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (12639)	12640	Indirect

Footnotes

F1: Withholding of stock to satisfy tax obligation.

F2: By Trustee, CSX Corporation Executive Stock Trust.

F3: 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.

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: The number of shares reflected in the Form 4 filed on March 25, 2015 were transposed as 12,851 when the correct number should have been 12,581. A dividend payment resulted in the acquisition of 58 notional shares on March 13, 2015, resulting in a total of 12,639 shares.