Sec Form 4 Filing - Hilal Paul C @ CSX CORP - 2020-04-29

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 Hilal Paul C 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) _____ Other (specify below) (Last) (First) (Middle) 712 FIFTH AVENUE, SUITE 17F 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2020 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 04/29/2020 S 700,000 ( 1 ) D $ 68.31 ( 2 ) 2,625,079 I See footnotes ( 3 ) ( 4 ) Common Stock 04/29/2020 J 25,000 ( 5 ) D 2,600,079 I See footnotes ( 3 ) ( 4 ) Common Stock 10,489 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 Hilal Paul C 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 X Signatures /s/ Paul C. Hilal 05/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects sales by MR GP HoldCo MM LLC, an entity controlled by Paul C. Hilal and which holds shares of the Issuer on behalf of Mr. Hilal and certain family members and trusts. Mr. Hilal retains approximately 80% of his ownership and remains fully engaged and committed to supporting the Board and the Issuer. Mr. Hilal has no current plans to cause the sale of any additional shares he controls in the Issuer, although he reserves the right to do so in his discretion. ( 2 )Weighted average sale price for multiple trades at prices ranging from $67.79 to $68.73. Mr. Hilal hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 3 )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. ( 4 )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. ( 5 )Reflects distributions by MR Employee Incentive Pool LLC, an entity controlled by Mr. Hilal and which holds shares of the Issuer on behalf of certain employees of Mantle Ridge LP, to those employees. No consideration was paid in connection with these distributions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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