Statement of Changes in Beneficial Ownership (4)
February 03 2020 - 5:19PM
Edgar (US Regulatory)
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
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3235-0287
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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
*
Adams Ann A |
2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP
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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)
EVP-Chief Transform. Officer |
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(Last)
(First)
(Middle)
THREE COMMERCIAL PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/30/2020 |
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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 | 1/30/2020 | | A | | 1881.0000 (1) | A | $0.0000 | 8808.5119 | D | |
| Common Stock | 1/30/2020 | | M(2) | | 1118.0000 | A | $69.8300 | 9926.5119 | D | |
| Common Stock | 1/30/2020 | | F | | 523.0000 | D | $213.3200 | 9403.5119 | D | |
| Common Stock | 1/30/2020 | | S | | 1118.0000 | D | $211.8301 | 8285.5119 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option (right to buy, granted 2013) | $69.8300 | 1/30/2020 | | M (2) | | | 1118.0000 (2) | 1/24/2017 | 1/23/2023 | Common Stock | 1118.0000 | (2) | 0.0000 | D | |
| Option (right to buy, granted 2020) | $214.5000 | 1/30/2020 | | A | | 2960.0000 | | 1/30/2024 | 1/30/2030 | Common Stock | 2960.0000 | (3) | 2960.0000 | D | |
| Restricted Stock Units | (4) | 1/30/2020 | | A (4) | | 2180.0000 (4) | | (4) | (4) | Common Stock | 2180.0000 | (4) | 3043.0000 | D | |
| Explanation of Responses: |
| (1) | Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan). |
| (2) | 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). |
| (3) | Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan). |
| (4) | Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2020, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Adams Ann A
THREE COMMERCIAL PLACE
NORFOLK, VA 23510 |
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| EVP-Chief Transform. Officer |
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Signatures
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| Denise W. Hutson via P.O.A. for Ann A. Adams | | 2/3/2020 |
| **Signature of Reporting Person | Date |
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