Boone Kevin S. - 3 filing on 2019-06-07

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Boone Kevin S.

(Last)

(First)

(Middle)

500 WATER STREET

(Street)

JACKSONVILLE

32202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2019

3. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,221⁽¹⁾	D
Common Stock	536	I	CSX Corporation 401(k) Plan⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	10/01/2020	10/01/2027	Common Stock	5,323	52.78	D
Option	02/06/2021	02/06/2028	Common Stock	5,028	53.82	D
Option	⁽³⁾	02/06/2029	Common Stock	4,485	68.09	D
Phantom Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	11	⁽⁴⁾	I	Executive Deferred Compenstion Plan⁽⁵⁾

Explanation of Responses:

1. Includes 585 restricted stock units vesting on February 6, 2021, 501 restricted stock units vesting on February 6, 2022, 569 shares of restricted stock vesting on October 1, 2020 and 4,364 shares of restricted stock vesting on September 4, 2021.

2. By Trustee, CSX Corporation Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

3. The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

4. 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.

5. By Trustee, CSX Corporation Executive Deferred Compensation Plan.

Remarks:

	/s/ Mark D. Austin, Attorney-in-Fact	06/07/2019
	** 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 5 (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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