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: GOODEN CLARENCE W (EVP & CCO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-13	Phantom Stock	$	A	252	Acquired		Common Stock (252)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	97618	Direct
Common Stock	358	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	125000	Indirect
Common Stock	111278	Indirect

Footnotes

F1: 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.

F2: 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.

F3: By Trustee, Clarence W. Gooden.

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: Prior to 2007, the Reporting Person deferred a portion of his cash compensation under the Plan. Pursuant to the plan, the deferred cash was notionally invested into a fund that tracks the value of CSX 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 2007, 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.

F8: 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.

F9: As the result of an administrative oversight by the Company, the Reporting Person did not timely file a Form 4 for any of the Reporting Person's cash deferrals under the Plan.

F10: By Trustee, CSX Corporation Executive Deferred Compensation Plan.