SEC Form 4/A · accession 0001209191-15-029184
CSX CORP · CSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael J Ward
Officer — Chairman and CEO · Director
Period of report
Feb 11, 2015
Accepted (ET)
Mar 25, 2015 · 4:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277948
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 599,109 | D | ||
| Common StockF1,F2 | holding | — | — | — | 397,303 | I | CSX Corporation Executive Stock Trust | |
| Common StockF3 | holding | — | — | — | 14,308 | I | CSX Corporation 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF5,F7,F6,F8,F9,F2,F4 | — | Mar 13, 2015 | A | 12,851 | A | — | — | Common Stock | 12,851 | 12,851 | I |
Explanation of responses
- F1Total included in Reporting Person's Form 4, filed February 13, 2015, reduced by 12,581 shares. 12,851 units of phantom stock are included in Table II.
- F2By Trustee, CSX Corporation Executive Stock Trust.
- F3By 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.
- F4Each 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.
- F5As a result of the loss of the historical transaction details, the Reporting Person is unable to provide the date of the earliest transaction. Accordingly, the date of the last previously reported transaction was utilized.
- F6Includes units of phantom stock credited to the Reporting Person's account as a result of the dividend reinvestment feature of the CSX Executive Deferred Compensation Plan (the "Plan").
- F7Price of each unit of phantom stock was determined at the time of the applicable deferral pursuant to the Plan; therefore, the units have been acquired at various prices. The prices at which the units were acquired is indeterminable.
- F8As a result of an administrative oversight by the Company, the Reporting Person has not timely filed a Form 4 for the Reporting Person's cash deferrals under the Plan. In the Reporting Person's Form 5, filed February 9, 2015 and Form 4, filed February 13, 2015, these units of phantom stock were incorrectly included in the Reporting Person's total holdings in the CSX Executive Stock Trust. The units of phantom stock should have been reported in Table II as they were acquired pursuant to the Plan.
- F9Prior to 2005, the Reporting Person elected to defer a portion of his cash compensation under the Plan. Pursuant to the Plan, the deferred cash was notionally invested in a fund that tracks the value of Company common stock. At the time of the Reporting Person's initial election and subsequent deferrals, the Company relied upon a third-party vendor to document the timing of each deferral. The Company has since stopped using such vendor. In the process of moving this responsibility to a new third-party, the information regarding the timing of deferrals was lost. Since 2005, the Reporting Person has not deferred any portion of his cash compensation into investments that could be deemed phantom stock other than as a result of dividend reinvestments under the Plan.