CSX CORP — Director's Dealing 2017

Mar 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2017-02-22

Reporting Person: GOODEN CLARENCE W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-22	Common Stock	A	16792	$0.00	Acquired	72883	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-22	Option	$48.39	A	74140	Acquired	2027-02-22	Common Stock (74140)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	373	Indirect
Common Stock	164274	Indirect
Common Stock	55000	Indirect
Common Stock	118013	Indirect
Common Stock	78241	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the CSX Corporation 2017 - 2019 Long-Term Incentive Plan. Although the units will be prorated through May 31, 2018, they will not vest until February 22, 2020.

F2: 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.

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.