Sec Form 4 Filing - HOHN CHRISTOPHER @ CSX CORP - 2009-05-12

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOHN CHRISTOPHER 2. Issuer Name and Ticker or Trading Symbol CSX CORP [ CSX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND, MANAGEMENT (UK) LLP, 7 CLIFFORD STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2009 (Street) LONDON, X0W1S 2WE 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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, $1.00 par value (Common Stock) 05/12/2009 X/K( 1 ) 2,000,000 A $ 32.47 2,000,000 I See footnote ( 2 ) Common Stock 05/12/2009 J/K( 1 ) 2,000,000 D $ 28 ( 1 ) 0 I See footnote ( 2 ) Common Stock 05/13/2009 X/K( 1 ) 1,984,900 A $ 32.47 1,984,900 I See footnote ( 2 ) Common Stock 05/13/2009 J/K( 1 ) 1,984,900 D $ 27.04 ( 1 ) 0 I See footnote ( 2 ) Common Stock 5,549 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Equity Swap (obligation to buy) $ 28 05/12/2009 X/K 1 ( 1 ) 12/31/2008 07/31/2009 Common Stock 2,000,000 $ 0 1 ( 1 ) I See footnote ( 2 ) Equity Swap (obligation to buy) $ 27.04 05/13/2009 X/K 1 ( 1 ) 12/31/2008 07/31/2009 Common Stock 1,984,900 $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOHN CHRISTOPHER C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON, X0W1S 2WE X See Remarks Childrens Investment Fund Management (UK) LLP C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON, X0W1S 2WE See Remarks CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON, X0W1S 2WE See Remarks CHILDREN'S INVESTMENT MASTER FUND C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET LONDON, X0W1S 2WE See Remarks Signatures /s/ Christopher Hohn 05/14/2009 Signature of Reporting Person Date /s/ The Children's Investment Fund Management (UK) LLP, by Christopher Hohn, Managing Partner 05/14/2009 Signature of Reporting Person Date /s/ The Children's Investment Fund Management (Cayman) Ltd., by David DeRosa, Director 05/14/2009 Signature of Reporting Person Date /s/ The Children's Investment Master Fund, by David DeRosa, Director 05/14/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A portion of the equity swap was settled on May 12, 2009 pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The remainder of the equity swap was settled on May 13, 2009 pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder. ( 2 )The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn previously was a director of the Issuer. ( 3 )Shares of Common Stock previously reported as an exempt payment pursuant to Rule 16b-3 to Mr. Hohn of director's fees and/or annual retainer in the form of Common Stock of the Issuer pursuant to the CSX Corporation Stock Plan for Directors. Such shares of Common Stock are held directly by Mr. Hohn for the benefit of the TCI Fund.

Remarks: Mr. Hohn previously served on the board of directors of the Issuer. TCIF UK, TCIF and the TCI Fund may have been deemed to be directorsby deputization by virtue of the fact that Mr. Hohn, the managing partner of TCIF UK and the 100% owner of TCIF, served on theboard of directors of the Issuer.

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).

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