FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOODEN CLARENCE W 		2. Issuer Name and Ticker or Trading Symbol

CSX CORP [ CSX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

500 WATER STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/26/2016
(Street)

JACKSONVILLE, FL 32202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/26/2016     S (1)    6987   D $29.43   118013   I   Clarence W. Gooden Second Irrevocable Trust   (2)
Common Stock   9/26/2016     S (1)    10345   D $29.44   100933   I   Clarence W. Gooden, Revocable Trust   (2)
Common Stock                  127954   D    
Common Stock                  413   I   CSX Corporation 401(k) Plan   (3)
Common Stock                  164274   I   Corkie T. Gooden Revocable Trust   (4)
Common Stock                  55000   I   Clarence W. Gooden Irrevocable Trust   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock     (5) 9/15/2016     A      2   (6)        (5)   (5) Common Stock   2   (6)   (5) 261   I   Executive Deferred Compensation Plan   (7)

Explanation of Responses:
( 1)  The transactions reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person on August 23, 2016. These plans have been approved pursuant to the terms of the Issuer's policies and are part of the Reporting Person's strategy to diversify assets.
( 2)  By Trustee, Clarence W. Gooden.
( 3)  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.
( 4)  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.
( 5)  Each unit of phantom stock is the economic equivalent of one share of Company common stock. Units of phantom stock become payable, in cash, consistent with the Reporting Person's distribution election made at the time of deferral.
( 6)  Reflects units of phantom stock acquired through the dividend reinvestment feature of the CSX Corporation Executive Deferred Compensation Plan.
( 7)  By Trustee, CSX Corporation Executive Deferred Compensation Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOODEN CLARENCE W
500 WATER STREET
JACKSONVILLE, FL 32202

President

Signatures
By: Mark D. Austin, Attorney-in-Fact 9/28/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CSX (NASDAQ:CSX)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more CSX Charts.
CSX (NASDAQ:CSX)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more CSX Charts.