CSX CORP — Director's Dealing 2016

Feb 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2016-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-10	Common Stock	A	87277	—	Acquired	704599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-10	Option	$24.13	A	495595	Acquired	2026-02-09	Common Stock (495595)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	397303	Indirect
Common Stock	14608	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 9, 2019.

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 Stock Trust.

F4: By Trustee, CSX Corporation Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.