Initial Statement of Beneficial Ownership (3)
June 03 2020 - 11:34AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Allison Clyde H Jr |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/1/2020
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3. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [NSC]
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(Last)
(First)
(Middle)
THREE COMMERCIAL PLACE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Vice President and Controller / |
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(Street)
NORFOLK, VA 23510
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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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 (1) | 39552.7960 | 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. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option (right to buy, granted 2011) (2) | 1/27/2015 | 1/26/2021 | Common Stock | 1593.0000 | $62.7450 | D | |
| Option (right to buy, granted 2012) (2) | 1/26/2016 | 1/25/2022 | Common Stock | 3700.0000 | $75.1400 | D | |
| Option (right to buy, granted 2013) (2) | 1/24/2017 | 1/23/2023 | Common Stock | 5000.0000 | $69.8300 | D | |
| Option (right to buy, granted 2014) (2) | 1/23/2018 | 1/22/2024 | Common Stock | 2760.0000 | $94.1700 | D | |
| Option (right to buy, granted 2015) (2) | 1/27/2019 | 1/26/2025 | Common Stock | 2720.0000 | $104.2300 | D | |
| Option (right to buy, granted 2016) (2) | 1/28/2020 | 1/27/2026 | Common Stock | 4140.0000 | $70.3200 | D | |
| Option (right to buy, granted 2017) (2) | 1/26/2021 | 1/25/2027 | Common Stock | 2190.0000 | $120.2500 | D | |
| Restricted Stock Units (3) | 1/25/2021 | 1/25/2022 | Common Stock | 630.0000 (4) | (3) | D | |
| Restricted Stock Units (3) | 1/26/2022 | 1/26/2022 | Common Stock | 570.0000 | (3) | D | |
| Restricted Stock Units (3) | 1/28/2021 | 1/28/2021 | Common Stock | 980.0000 | (3) | D | |
| Restricted Stock Units (3) | 1/28/2021 | 1/28/2023 | Common Stock | 863.0000 (5) | (3) | D | |
| Restricted Stock Units (3) | 1/30/2021 | 1/30/2024 | Common Stock | 890.0000 (6) | (3) | D | |
| Explanation of Responses: |
| (1) | At its meeting on May 14, 2020, the Corporation's Board of Directors elected the reporting person to his current position and designated him an "Executive Officer" for purposes of Section 16, effective June 1, 2020. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of his designation. |
| (2) | Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Incentive Plan. |
| (3) | Reports the total number of Restricted Stock Units granted to the reporting person 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 will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock. |
| (4) | These Units will vest ratably in two annual installments. |
| (5) | These Units will vest ratably in three annual installments. |
| (6) | These Units will vest ratably in four annual installments. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Allison Clyde H Jr
THREE COMMERCIAL PLACE
NORFOLK, VA 23510 |
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| Vice President and Controller |
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Signatures
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| Denise W. Hutson via P.O.A. for Clyde H. Allison Jr. | | 6/3/2020 |
| **Signature of Reporting Person | Date |
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