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CSX CORP Director's Dealing 2015

May 11, 2015

29952_dirs_2015-05-11_3a86691e-9a61-42c5-8b0d-3ee2dbacd4c5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-07 Common Stock F 7955 $35.91 Disposed 89663 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 357 Indirect
Common Stock 164274 Indirect
Common Stock 55000 Indirect
Common Stock 125000 Indirect
Common Stock 111278 Indirect

Footnotes

F1: Withholding of stock to satisfy tax obligation.

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.