CSX CORP — Director's Dealing 2016

Sep 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2016-09-26

Reporting Person: GOODEN CLARENCE W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-26	Common Stock	S	6987	$29.43	Disposed	118013	Indirect
2016-09-26	Common Stock	S	10345	$29.44	Disposed	100933	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-15	Phantom Stock	$	A	2	Acquired		Common Stock (2)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	127954	Direct
Common Stock	413	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person on August 23, 2016. These plans have been approved pursuant to the terms of the Issuer's policies and are 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.

F5: 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.

F6: Reflects units of phantom stock acquired through the dividend reinvestment feature of the CSX Corporation Executive Deferred Compensation Plan.

F7: By Trustee, CSX Corporation Executive Deferred Compensation Plan.