CSX

SEC source: 0001209191-19-009295 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,037

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-009304 · doc4.xml · nonDerivative · entry 1

Lonegro Frank A · CIK 0001653042 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 139,447

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-008478 · doc4.xml · nonDerivative · entry 1

Breaux John B · CIK 0001326327 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 206,823

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-008474 · doc4.xml · nonDerivative · entry 2

ALVARADO DONNA M · CIK 0001012804 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Directors Deferred Compensation Plan

Disclosed balance after: 98,234

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-008474 · doc4.xml · nonDerivative · entry 1

ALVARADO DONNA M · CIK 0001012804 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,068

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-19-008570 · doc4.xml · derivative · entry 2

Wallace Mark Kenneth · CIK 0001662190 · EVP - Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,767

Underlying: Common Stock · 45,767 shares

Expires 2029-02-06

F2 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001209191-19-008584 · doc4.xml · derivative · entry 3

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,714

Underlying: Common Stock · 3,714 shares

Expires 2029-02-06

F3 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001209191-19-008584 · doc4.xml · nonDerivative · entry 1

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,138

F1 · shares: Restricted stock units awarded pursuant to the shareholder approved 2010 CSX Stock and Incentive Award Plan. The units vest on February 6, 2022.

SEC source: 0001209191-19-008559 · doc4.xml · derivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,767

Underlying: Common Stock · 45,767 shares

Expires 2029-02-06

F1 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001567619-19-002820 · doc1.xml · nonDerivative · entry 1

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,057,209

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company (''MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United Stales of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Seven shares of CSX Corporation (the "Issuer") are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F4 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP. MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership. and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds")

F5 · ownership.nature: MR Argent. as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F6 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001209191-19-008553 · doc4.xml · derivative · entry 2

Harris Edmond L · CIK 0001728038 · EVP of Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,767

Underlying: Common Stock · 45,767 shares

Expires 2029-02-06

F2 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001209191-19-008547 · doc4.xml · derivative · entry 1

Lonegro Frank A · CIK 0001653042 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,767

Underlying: Common Stock · 45,767 shares

Expires 2029-02-06

F1 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001209191-19-008540 · doc4.xml · derivative · entry 1

Sorfleet Diana B · CIK 0001749261 · EVP & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,767

Underlying: Common Stock · 45,767 shares

Expires 2029-02-06

F1 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001209191-19-008535 · doc4.xml · derivative · entry 3

FOOTE JAMES M · CIK 0001020058 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 228,833

Underlying: Common Stock · 228,833 shares

Expires 2029-02-06

F3 · derivative.exercise_date: The option vests annually in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.

SEC source: 0001209191-19-008531 · doc4.xml · nonDerivative · entry 2

ZILLMER JOHN J · CIK 0001188262 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 167,388

F2 · shares: Exempt payment of non-executive chairman retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-19-008531 · doc4.xml · nonDerivative · entry 1

ZILLMER JOHN J · CIK 0001188262 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 163,657

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the CSX Corporation Stock Plan for Directors.

SEC source: 0001209191-19-008500 · doc4.xml · nonDerivative · entry 1

RIEFLER LINDA H · CIK 0001366334 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Directors Deferred Compensation Plan

Disclosed balance after: 8,269

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-008520 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 6,122

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-008489 · doc4.xml · nonDerivative · entry 1

MCPHERSON JOHN D · CIK 0001209759 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,167

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-19-008494 · doc4.xml · nonDerivative · entry 1

MOFFETT DAVID M · CIK 0001185490 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Directors Deferred Compensation Plan

Disclosed balance after: 9,352

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-008486 · doc4.xml · nonDerivative · entry 1

Halverson Steven T · CIK 0001374245 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,426

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-19-008482 · doc4.xml · nonDerivative · entry 1

Carter Pamela L · CIK 0001396958 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,157

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

SEC source: 0001567619-19-001677 · doc1.xml · nonDerivative · entry 1

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,054,783

F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F2 · ownership.nature: Seven shares of CSX Corporation (the "Issuer") are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F3 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F4 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

F6 · ownership.nature: Mantle Ridge and the other Reporting Persons have sold the shares reported in this Form 4 in order to complete a return of capital to two limited partners of the Mantle Ridge Funds (as previously disclosed in a Form 4 filed in the morning on January 25, 2019). Mantle Ridge and the other Reporting Persons have no current plans to sell additional shares of the Issuer, although they reserve the right to do so in their discretion.

SEC source: 0001567619-19-001618 · doc1.xml · nonDerivative · entry 4

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 40,834,783

F10 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $65.61 to $64.65.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F4 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F5 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F6 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

F7 · ownership.nature: Mantle Ridge and the other reporting persons have sold the shares reported in this Form 4 in order to accommodate a return of capital to two limited partners of the Mantle Ridge Funds. Mantle Ridge and the other reporting persons expect to sell an additional 2,780,000 shares to complete that return of capital and thereafter have no current plans to sell shares of the Issuer, although they reserve the right to do so in their discretion.

SEC source: 0001567619-19-001618 · doc1.xml · nonDerivative · entry 3

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 42,034,783

F9 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $64.24 to $64.22.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F4 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F5 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F6 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

F7 · ownership.nature: Mantle Ridge and the other reporting persons have sold the shares reported in this Form 4 in order to accommodate a return of capital to two limited partners of the Mantle Ridge Funds. Mantle Ridge and the other reporting persons expect to sell an additional 2,780,000 shares to complete that return of capital and thereafter have no current plans to sell shares of the Issuer, although they reserve the right to do so in their discretion.

SEC source: 0001567619-19-001618 · doc1.xml · nonDerivative · entry 2

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 42,043,283

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $65.24 to $64.25.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F4 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F5 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F6 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

F7 · ownership.nature: Mantle Ridge and the other reporting persons have sold the shares reported in this Form 4 in order to accommodate a return of capital to two limited partners of the Mantle Ridge Funds. Mantle Ridge and the other reporting persons expect to sell an additional 2,780,000 shares to complete that return of capital and thereafter have no current plans to sell shares of the Issuer, although they reserve the right to do so in their discretion.

SEC source: 0001567619-19-001618 · doc1.xml · nonDerivative · entry 1

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 42,617,193

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through broker-dealers at prices ranging from $66.24 to $65.25. Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), and the other reporting persons undertake to provide CSX Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 8, 9 and 10 to this Form 4.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Seven shares of the Issuer are held by a wholly owned and wholly controlled special purpose subsidiary of Mantle Ridge.

F4 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F5 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F6 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

F7 · ownership.nature: Mantle Ridge and the other reporting persons have sold the shares reported in this Form 4 in order to accommodate a return of capital to two limited partners of the Mantle Ridge Funds. Mantle Ridge and the other reporting persons expect to sell an additional 2,780,000 shares to complete that return of capital and thereafter have no current plans to sell shares of the Issuer, although they reserve the right to do so in their discretion.

SEC source: 0001209191-19-004763 · doc4.xml · nonDerivative · entry 2

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,510

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-004763 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,459

F1 · shares: Shares awarded pursuant to the CSX 2016 - 2018 Long Term Incentive Plan.

SEC source: 0001209191-19-004758 · doc4.xml · nonDerivative · entry 2

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,723

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-004758 · doc4.xml · nonDerivative · entry 1

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,184

F1 · shares: Shares awarded pursuant to the CSX 2016 - 2018 Long Term Incentive Plan.

SEC source: 0001209191-19-004761 · doc4.xml · nonDerivative · entry 2

Sorfleet Diana B · CIK 0001749261 · EVP & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,647

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-004761 · doc4.xml · nonDerivative · entry 1

Sorfleet Diana B · CIK 0001749261 · EVP & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,128

F1 · shares: Shares awarded pursuant to the CSX 2016 - 2018 Long Term Incentive Plan.

SEC source: 0001209191-19-004753 · doc4.xml · nonDerivative · entry 2

Lonegro Frank A · CIK 0001653042 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 145,171

F3 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-004753 · doc4.xml · nonDerivative · entry 1

Lonegro Frank A · CIK 0001653042 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 165,822

F1 · shares: Shares awarded pursuant to the CSX 2016 - 2018 Long Term Incentive Plan.

F2 · balance_after: Includes 16 shares acquired on September 18, 2018 and 17 shares acquired on December 18, 2018 pursuant to a dividend reinvestment feature of the CSX Corporation Employee Stock Purchase Plan.

SEC source: 0001209191-19-000727 · doc4.xml · nonDerivative · entry 1

Wallace Mark Kenneth · CIK 0001662190 · EVP - Chief Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,410

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-18-062963 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 3,685

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-062961 · doc4.xml · nonDerivative · entry 1

Breaux John B · CIK 0001326327 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 205,118

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-051473 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 3,277

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-051468 · doc4.xml · nonDerivative · entry 1

Breaux John B · CIK 0001326327 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 204,091

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-045693 · doc4.xml · nonDerivative · entry 1

Harris Edmond L · CIK 0001728038 · EVP of Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,074

F1 · shares: Restricted stock units awarded pursuant to the shareholder approved 2010 CSX Stock and Incentive Award Plan. Each unit represents a contingent right to receive one share of common stock. The units vest on August 3, 2021.

SEC source: 0001209191-18-045561 · doc4.xml · nonDerivative · entry 1

Wallace Mark Kenneth · CIK 0001662190 · EVP - Chief Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,997

F1 · shares: Represents restricted stock units awarded pursuant to the shareholder approved 2010 CSX Stock and Incentive Award Plan. Each unit represents a contingent right to receive one share of common stock. The restricted stock units vest on August 2, 2021.

SEC source: 0001209191-18-038257 · doc4.xml · nonDerivative · entry 1

Breaux John B · CIK 0001326327 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 203,033

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-038254 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 2,912

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-028000 · doc4.xml · nonDerivative · entry 1

FOOTE JAMES M · CIK 0001020058 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · The James M. Foote Revocable Living Trust

Disclosed balance after: 5,402

F1 · ownership.nature: By Trustee, James M Foote

SEC source: 0001209191-18-019883 · doc4.xml · nonDerivative · entry 1

Breaux John B · CIK 0001326327 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 201,848

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-019877 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 2,509

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-18-009658 · doc4.xml · nonDerivative · entry 1

Lonegro Frank A · CIK 0001653042 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,781

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-18-009653 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,701

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-18-009648 · doc4.xml · nonDerivative · entry 1

Glassman Andrew L · CIK 0001705182 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,178

F1 · shares: Withholding of stock to satisfy tax obligation.