SEC FORM 3

SEC Form 3

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^*

Behring Alexandre

(Last)

(First)

(Middle)

800 THIRD AVENUE

31ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2008

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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, $1.00 par value	17,232,854⁽¹⁾	I	See Note⁽¹⁾

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)
Equity Swap	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	1,700,000	⁽²⁾	I	See Note⁽¹⁾
Equity Swap	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	80,000	⁽²⁾	I	See Note⁽¹⁾
Equity Swap	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	500,000	⁽²⁾	I	See Note⁽¹⁾
Equity Swap	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	300,000	⁽²⁾	I	See Note⁽¹⁾
Equity Swap	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	600,000	⁽²⁾	I	See Note⁽¹⁾
Equity Swap	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	100,000	⁽²⁾	I	See Note⁽¹⁾

Explanation of Responses:

1. 3G Capital Partners Ltd. ("3G Capital Ltd.") is the general partner of 3G Capital Partners, L.P. ("3G Capital L.P."), which is the sole member of 3G Fund Partners, Ltd. ("3G Fund Ltd."), which is the general partner of 3G Fund L.P ("3G Fund," and, together with 3G Capital Ltd., 3G Capital L.P. and 3G Fund Ltd., "3G Capital"). Mr. Behring is the Managing Director of 3G Capital Ltd. and is therefore in a position to determine the investment and voting decisions made by 3G Fund. Mr. Behring disclaims beneficial ownership of any and all securities held by 3G Fund except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Behring is the beneficial owner of any such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

2. 3G Fund is a party to swap agreements ("TRS") with Morgan Stanley & Co. International plc ("Morgan Stanley") that reference shares of the issuer, pursuant to which Morgan Stanley has agreed to pay 3G Fund an amount equal to any increase in the price of the reference shares above a reference price plus any dividends and 3G Fund has agreed to pay Morgan Stanley an amount equal to (i) any decrease in the price of the reference shares below a reference price and (ii) the federal funds rate plus a spread, for an aggregate of 1,700,000, 80,000, 500,000, 300,000, 600,000 and 100,000 notional shares with initial respective reference prices of $41.22, $43.51, $43.27, $43.78, $43.88 and $43.91 on periodic payment dates for the term of the TRS. Each TRS has an indeterminate termination date and may be terminated by 3G Fund at any time. Under the TRS, all balances must be cash settled and 3G Capital will not acquire any voting or similar rights, or dispositive power over referenced shares.

	_/s/ Alexandre Behring	08/06/2008
	** 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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