CSX CORP — Director's Dealing 2020

Feb 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2020-02-12

Reporting Person: Mantle Ridge LP (Director)
Reporting Person: Hilal Paul C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	A	2226	$79.49	Acquired	10489	Direct
2020-02-12	Common Stock	J	104756	—	Disposed	3334579	Indirect
2020-02-12	Common Stock	G	9500	—	Disposed	3325079	Indirect

Footnotes

F1: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), who has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").

F3: Mantle Ridge may be deemed to be the beneficial owner of certain of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Paul C. Hilal's position as ultimately controlling Mantle Ridge and his control of other entities, Paul C. Hilal may be deemed to be the beneficial owner of all of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F4: Paul C. Hilal is a member of the board of directors of CSX Corporation, and as a result, Mantle Ridge is a director by deputization for purposes of Section 16 of the Exchange Act.

F5: The Reporting Persons effected pro rata distributions to Mantle Ridge employees and advisors. No consideration was paid in connection with these distributions.

F6: Reflects shares contributed by Paul C. Hilal to certain charitable organizations.