CSX CORP — Director's Dealing 2021

Feb 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2021-02-10

Reporting Person: Hilal Paul C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-10	Common Stock	A	1910	$88.18	Acquired	12399	Direct
2021-02-12	Common Stock	J	85000	—	Disposed	2515079	Indirect
2021-02-12	Common Stock	G	5743	—	Disposed	2509336	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: Reflects distributions by MR Employee Incentive Pool LLC, an entity controlled by Paul C. Hilal and which holds shares of the Issuer on behalf of certain employees of Mantle Ridge LP, a Delaware limited partnership, to those employees. No consideration was paid in connection with these distributions.

F3: By virtue of Mr. Hilal's position as ultimately controlling various entities that hold shares in the Issuer, Mr. Hilal may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Hilal disclaims beneficial ownership of any of these shares, except to the extent of any pecuniary interest therein.

F4: Mr. Hilal continues to serve as a director and as Vice Chairman of the Board of the Issuer and as a result, the entities listed in these notes are directors by deputization for purposes of Section 16 of the Exchange Act.

F5: Reflects shares contributed by Mr. Hilal to certain charitable organizations.