CSX CORP — Director's Dealing 2015

Feb 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-11	Common Stock	A	14041	—	Acquired	97618	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	356	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	125000	Indirect
Common Stock	111278	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the approved 2010 CSX Stock and Incentive Award Plan. Each unit represents a contingent right to receive one share of common stock. The units vest on February 10, 2018.

F2: In determining the number of units to be granted under the 2010 CSX Stock and Incentive Plan, the value of the award for the Reporting Person is divided by the average of CSX's stock price for the full three-month period preceding the date of grant.

F3: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F4: 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.

F5: 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.

F6: By Trustee, Clarence W. Gooden.