Edgar Filing: HOHN CHRISTOPHER

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOHN CHRISTOPHER

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)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O THE CHILDREN'S INVESTMENT FUND, MANAGEMENT (UK) LLP 7 CLIFFORD STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2009

(Street)

LONDON, X0 W1S 2WE

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 par value (Common Stock)	04/28/2009		X/K⁽¹⁾		1,500,000	A	$ 32.47	1,500,000	I	See footnote ⁽²⁾
Common Stock	04/28/2009		J/K⁽¹⁾		1,500,000	D	$ 28.55 ⁽¹⁾	0	I	See footnote ⁽²⁾
Common Stock	04/28/2009		X/K⁽³⁾		1,000	A	$ 44.1	1,000	I	See footnote ⁽²⁾
Common Stock	04/28/2009		J/K⁽³⁾		1,000	D	$ 29.07 ⁽³⁾	0	I	See footnote ⁽²⁾
Common Stock	04/28/2009		X/K⁽³⁾		1,000	A	$ 44.48	1,000	I	See footnote ⁽²⁾
Common Stock	04/28/2009		J/K⁽³⁾		1,000	D	$ 28.58 ⁽³⁾	0	I	See footnote ⁽²⁾
Common Stock	04/28/2009		X/K⁽³⁾		1,000	A	$ 44.3	1,000	I	See footnote ⁽²⁾
Common Stock	04/28/2009		J/K⁽³⁾		1,000	D	$ 28.66 ⁽³⁾	0	I	See footnote ⁽²⁾
Common Stock	04/28/2009		X/K⁽³⁾		1,000	A	$ 44.14	1,000	I	See footnote ⁽²⁾
Common Stock	04/28/2009		J/K⁽³⁾		1,000	D	$ 28.6 ⁽³⁾	0	I	See footnote ⁽²⁾
Common Stock	04/29/2009		X/K⁽¹⁾		1,500,000	A	$ 32.47	1,500,000	I	See footnote ⁽²⁾
Common Stock	04/29/2009		J/K⁽¹⁾		1,500,000	D	$ 29.78 ⁽¹⁾	0	I	See footnote ⁽²⁾
Common Stock								5,150 ⁽⁴⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Equity Swap (obligation to buy)

$ 28.55

04/28/2009

X/K

1 ⁽¹⁾

12/31/2008

07/31/2009

Common Stock

1,500,000

$ 0

1 ⁽¹⁾

See footnote ⁽²⁾

Equity Swap (obligation to buy)

$ 29.07

04/28/2009

X/K

01/23/2008

01/28/2015

Common Stock

1,000

$ 0

See footnote ⁽²⁾

Equity Swap (obligation to buy)

$ 28.58

04/28/2009

X/K

01/24/2008

01/25/2010

Common Stock

1,000

$ 0

See footnote ⁽²⁾

Equity Swap (obligation to buy)

$ 28.66

04/28/2009

X/K

01/09/2008

05/16/2011

Common Stock

1,000

$ 0

See footnote ⁽²⁾

Equity Swap (obligation to buy)

$ 28.6

04/28/2009

X/K

01/23/2008

01/22/2018

Common Stock

1,000

$ 0

See footnote ⁽²⁾

Equity Swap (obligation to buy)

$ 29.78

04/29/2009

X/K

1 ⁽¹⁾

12/31/2008

07/31/2009

Common Stock

1,500,000

$ 0

1 ⁽¹⁾

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOHN CHRISTOPHER C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP 7 CLIFFORD STREET LONDON, X0 W1S 2WE	X			See Remarks
Childrens Investment Fund Management (UK) LLP 7 CLIFFORD STREET LONDON, X0 W1S 2WE				See Remarks
CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. PO BOX 309GT UGLAND HOUSE SOUTH CHURCH STREET, GEORGE TOWN GRAND CAYMAN, E9 BWI				See Remarks
CHILDREN'S INVESTMENT MASTER FUND PO BOX 309GT UGLAND HOUSE SOUTH CHURCH STREET, GEORGE TOWN GRAND CAYMAN, E9 BWI				See Remarks

Signatures

/s/ Christopher Hohn		04/30/2009
^**Signature of Reporting Person		Date
/s/ The Children's Investment Fund Management (UK) LLP, by Christopher Hohn, Managing Partner		04/30/2009
^**Signature of Reporting Person		Date
/s/ The Children's Investment Fund Management (Cayman) Ltd., by David DeRosa, Director		04/30/2009
^**Signature of Reporting Person		Date
/s/ The Children's Investment Master Fund, by David DeRosa, Director		04/30/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	A portion of the equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.
(2)	The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer.
(3)	The equity swap was settled pursuant to its terms based on the market price of the Common Stock of the Issuer at the time of settlement. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Exchange Act, pursuant to Rule 16b-6(b) thereunder.
(4)	Shares of Common Stock previously reported as an exempt payment pursuant to Rule 16b-3 to Mr. Hohn of director's fees and/or annual retainer in the form of Common Stock of the Issuer pursuant to the CSX Corporation Stock Plan for Directors. Such shares of Common Stock are held directly by Mr. Hohn for the benefit of the TCI Fund.
Remarks: TCIF UK, TCIF and the TCI Fund may be deemed to be directors by deputization by virtue of the fact that Mr. Hohn, the managing partner of TCIF UK and the 100% owner of TCIF, serves on the board of directors of the Issuer.

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