CSX CORP — Director's Dealing 2016

Dec 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2016-12-12

Reporting Person: GOODEN CLARENCE W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-12	Common Stock	S	9804	$36.97	Disposed	181658	Indirect
2016-12-12	Common Stock	S	9524	$36.84	Disposed	172134	Indirect
2016-12-12	Common Stock	S	9259	$36.95	Disposed	162875	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56091	Direct
Common Stock	373	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	118013	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 8, 2016. The plan has been approved pursuant to the terms of the Issuer's policies and is part of the Reporting Person's strategy to diversify assets.

F2: By Trustee, Clarence W. Gooden.

F3: 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.

F4: 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.