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CSX CORP Director's Dealing 2015

Feb 13, 2015

29952_dirs_2015-02-13_acbc60ee-e744-4125-bd7b-aa764554af28.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: 2015-02-11

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-11 Common Stock A 1404 Acquired 7627 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 53216 Indirect
Common Stock 56063 Indirect
Common Stock 7241 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 Carolyn T. Sizemore, Trustee.

F4: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F5: 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.