CSX CORP — Director's Dealing 2016

Oct 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2016-10-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-17	Common Stock	S	128000	$30.97	Disposed	74539	Indirect
2016-10-17	Common Stock	S	172000	$30.97	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-15	Phantom Stock	$	A	80	Acquired		Common Stock (80)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	198742	Direct
Common Stock	397303	Indirect
Common Stock	14872	Indirect

Footnotes

F1: By Michael Ward, Trustee

F2: By Trustee, CSX Corporation Executive Stock Trust.

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: 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: Reflects units of phantom stock acquired through the dividend reinvestment feature of the CSX Corporation Executive Deferred Compensation Plan.

F6: By Trustee, CSX Corporation Executive Deferred Compensation Plan.