Statement of Changes in Beneficial Ownership (4)
November 01 2019 - 11:35AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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Earhart Cynthia C |
2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP
[
NSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. VP Finance and CFO
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(Last)
(First)
(Middle)
THREE COMMERCIAL PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/30/2019
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(Street)
NORFOLK, VA 23510
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/30/2019
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M(1)
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1061.0000
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A
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$94.1700
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1995.0000
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D
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Common Stock
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10/30/2019
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M(1)
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959.0000
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A
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$104.2300
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2954.0000
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D
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Common Stock
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10/30/2019
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F
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545.0000
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D
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$183.6194
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2409.0000
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D
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Common Stock
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10/30/2019
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F
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545.0000
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D
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$183.6194
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1864.0000
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D
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Common Stock
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61797.0000
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I
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By Revocable Trust
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Common Stock
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327.0000 (2)
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I
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Owned by a person whose ownership may be attributed to the Executive Officer
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option (right to buy, granted 2014)
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$94.1700
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10/30/2019
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M (1)
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1061.0000 (1)
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1/23/2018
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1/22/2024
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Common Stock
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1061.0000
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(1)
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11829.0000
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D
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Option (right to buy, granted 2015)
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$104.2300
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10/30/2019
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M (1)
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959.0000 (1)
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1/27/2019
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1/26/2025
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Common Stock
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959.0000
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(1)
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12301.0000
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D
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Explanation of Responses:
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(1)
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Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
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(2)
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The number of shares increased from 322 to 327 shares of Common Stock. The shares were acquired by a member of the reporting person's household as a result of participating in a dividend reinvestment plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Earhart Cynthia C THREE COMMERCIAL PLACE NORFOLK, VA 23510
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Exec. VP Finance and CFO
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Signatures
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Denise W. Hutson via P.O.A. for Cynthia C. Earhart
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11/1/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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