Sec Form 4 Filing - Hilal Paul C @ CSX CORP - 2022-02-16

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) 02/16/2022 (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 02/16/2022 A 4,803( 1 ) A $ 35.17 42,000( 2 ) D Common Stock 02/16/2022 J( 3 ) 197,000 D 1,595,893( 4 ) I See footnotes( 5 )( 6 ) Common Stock 02/16/2022 G( 7 ) 43,000 D 1,552,893 I See footnote( 7 )

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 02/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )On June 28, 2021, the common stock of CSX Corporation split 3-for-1, resulting in Paul C. Hilal's ("Reporting Person") ownership of 24,798 additional shares. ( 3 )Reflects distributions by MR Employee Incentive Pool LLC, an entity controlled by Reporting Person and which holds shares of CSX Corporation 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. ( 4 )On June 28, 2021, the common stock of CSX Corporation split 3-for-1, resulting in Reporting Person's ownership of 1,195,262 additional shares ( 5 )By virtue of Reporting Person's position as ultimately controlling various entities that hold shares in CSX Corporation, Reporting Person 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"). Reporting Person disclaims beneficial ownership of any of these shares, except to the extent of any pecuniary interest therein. ( 6 )Reporting Person continues to serve as a director and as Vice Chairman of the Board of CSX Corporation and as a result, the entities listed in these notes are directors by deputization for purposes of Section 16 of the Exchange Act. ( 7 )Reflects shares contributed by Reporting Person to certain charitable organizations.

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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