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: GOODEN CLARENCE W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-10	Common Stock	A	24244	$0.00	Acquired	144975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-10	Option	$24.13	A	137665	Acquired	2026-02-10	Common Stock (137665)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	365	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	125000	Indirect
Common Stock	111278	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, 2019.

F2: 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.

F3: 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.

F4: By Trustee, Clarence W. Gooden.