Sec Form 4/A Filing - GOODEN CLARENCE W @ CSX CORP - 2016-09-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
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/YY)
09/26/2016
(Street)
JACKSONVILLE, FL32202
4. If Amendment, Date Original Filed (MM/DD/YY)
09/28/2016
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/26/2016 S( 1 ) 10,345 D $ 29.44 172,796 I Clarence W. Gooden Revocable Trust ( 2 )
Common Stock 09/26/2016 S( 1 )( 3 ) 50,420 D $ 29.75 122,376 I Clarence W. Gooden Revocable Trust ( 2 )
Common Stock 56,091 ( 4 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOODEN CLARENCE W
500 WATER STREET
JACKSONVILLE, FL32202
President
Signatures
/s/ Mark D. Austin, Attorney-in-Fact 12/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 23, 2016. The plan has been approved pursuant to the terms of the Issuer's policies and is part of the Reporting Person's strategy to diversify assets.
( 2 )By Trustee, Clarence W. Gooden.
( 3 )The sale of these shares was inadvertently omitted from the Reporting Person's Form 4 filed on September 28, 2016. Column 5 of this Form 4/A reflects the Reporting Person's indirect beneficial holdings through the Clarence W. Gooden Revocable Trust as of September 28, 2016.
( 4 )The number of shares directly held by the Reporting Person as well as the number of shares indirectly held by the Reporting Person through the Clarence W. Gooden Revocable Trust have also been updated to reflect the prior transfer of 71,863 shares from the Reporting Person's direct holdings to the Clarence W. Gooden Revocable Trust.

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).

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