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^*

Pelkey Sean R.

(Last)

(First)

(Middle)

500 WATER STREET

(Street)

JACKSONVILLE

32202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2021

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 & Acting 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	10,529⁽¹⁾	D
Common Stock	246	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	02/22/2020	02/22/2027	Common Stock	741	$48.39	D
Option	02/06/2021	02/06/2028	Common Stock	3,544	$53.82	D
Option	⁽³⁾	02/06/2029	Common Stock	3,143	$68.09	D
Option	⁽⁴⁾	02/18/2030	Common Stock	6,616	$79.51	D
Option	⁽⁵⁾	02/09/2031	Common Stock	2,567	$88.47	D
Option	⁽⁵⁾	02/09/2031	Common Stock	7,391	$99.62	D

Explanation of Responses:

1. Includes 502 shares acquired under the CSX Corporation Employee Stock Purchase Plan, 351 restricted stock units ("RSUs") vesting on February 6, 2022, 687 RSUs vesting on February 9, 2024, 1,983 RSUs vesting on February 9, 2024, and 2,910 shares of restricted stock vesting on September 4, 2021.

2. By Trustee, CSX Tax Savings Thrift Plan. The number 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. Options vest in three equal annual installments beginning on February 6, 2020.

4. Options vest in three equal annual installments beginning on February 18, 2021.

5. Options vest in three equal annual installments beginning on February 9, 2022.

Remarks:

	/s/ Mark D. Austin, Attorney-in-Fact	06/15/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.