CSX CORP — Director's Dealing 2015

Mar 25, 2015

SEC Form 4/A — Form 4/A

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2015-02-11

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-13	Phantom Stock	$	A	12851	Acquired		Common Stock (12851)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	599109	Direct
Common Stock	397303	Indirect
Common Stock	14308	Indirect

Footnotes

F1: Total included in Reporting Person's Form 4, filed February 13, 2015, reduced by 12,581 shares. 12,851 units of phantom stock are included in Table II.

F2: By Trustee, CSX Corporation Executive Stock Trust.

F3: 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.

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: As a result of the loss of the historical transaction details, the Reporting Person is unable to provide the date of the earliest transaction. Accordingly, the date of the last previously reported transaction was utilized.

F6: Includes units of phantom stock credited to the Reporting Person's account as a result of the dividend reinvestment feature of the CSX Executive Deferred Compensation Plan (the "Plan").

F7: 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. The prices at which the units were acquired is indeterminable.

F8: As a result of an administrative oversight by the Company, the Reporting Person has not timely filed a Form 4 for the Reporting Person's cash deferrals under the Plan. In the Reporting Person's Form 5, filed February 9, 2015 and Form 4, filed February 13, 2015, these units of phantom stock were incorrectly included in the Reporting Person's total holdings in the CSX Executive Stock Trust. The units of phantom stock should have been reported in Table II as they were acquired pursuant to the Plan.

F9: Prior to 2005, the Reporting Person elected to defer a portion of his cash compensation under the Plan. Pursuant to the Plan, the deferred cash was notionally invested in a fund that tracks the value of Company common stock. At the time of the Reporting Person's initial election and subsequent deferrals, the Company relied upon a third-party vendor to document the timing of each deferral. The Company has since stopped using such vendor. In the process of moving this responsibility to a new third-party, the information regarding the timing of deferrals was lost. Since 2005, the Reporting Person has not deferred any portion of his cash compensation into investments that could be deemed phantom stock other than as a result of dividend reinvestments under the Plan.