Statement of Changes in Beneficial Ownership (4)
June 08 2020 - 8:06AM
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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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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Squires James 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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO |
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(Last)
(First)
(Middle)
THREE COMMERCIAL PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/4/2020 |
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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 | 6/4/2020 | | M(1) | | 22568.0000 | A | $69.8300 | 84772.0000 (2) | D | |
| Common Stock | 6/4/2020 | | M(1) | | 22229.0000 | A | $94.1700 | 107001.0000 (2) | D | |
| Common Stock | 6/4/2020 | | M(1) | | 6000.0000 | A | $94.1700 | 113001.0000 (2) | D | |
| Common Stock | 6/4/2020 | | M(1) | | 1061.0000 | A | $94.1700 | 114062.0000 (2) | D | |
| Common Stock | 6/4/2020 | | M(1) | | 959.0000 | A | $104.2300 | 115021.0000 (2) | D | |
| Common Stock | 6/4/2020 | | F | | 522.0000 | D | $191.6750 | 114499.0000 (2) | D | |
| Common Stock | 6/4/2020 | | F | | 522.0000 | D | $191.6750 | 113977.0000 (2) | D | |
| Common Stock | 6/4/2020 | | S | | 6000.0000 | D | $191.5037 (3) | 107977.0000 (2) | D | |
| Common Stock | 6/4/2020 | | S | | 22229.0000 | D | $191.4727 (4) | 85748.0000 (2) | D | |
| Common Stock | 6/4/2020 | | S | | 22568.0000 | D | $191.4727 (4) | 63180.0000 (2) | D | |
| Common Stock | | | | | | | | 160.2589 | I | By 401(k) Plan (5) |
| Common Stock | | | | | | | | 5892.0000 | I | By GRATs |
| Common Stock | | | | | | | | 62242.0000 | I | By Spouse |
| Common Stock | | | | | | | | 3636.9230 | I | By the E.H. Squires Irrevocable Trust (6) |
| Common Stock | | | | | | | | 3636.9230 | I | By the M.O. Squires Irrevocable Trust (6) |
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 | 6/4/2020 | | M (1) | | | 22568.0000 (1) | 1/24/2017 | 1/23/2023 | Common Stock | 22568.0000 | (1) | 0.0000 | D | |
| Option (right to buy, granted 2014) | $94.1700 | 6/4/2020 | | M (1) | | | 1061.0000 (1) | 1/23/2018 | 1/22/2024 | Common Stock | 1061.0000 | (1) | 28229.0000 | D | |
| Option (right to buy, granted 2014) | $94.1700 | 6/4/2020 | | M (1) | | | 6000.0000 (1) | 1/23/2018 | 1/22/2024 | Common Stock | 6000.0000 | (1) | 22229.0000 | D | |
| Option (right to buy, granted 2014) | $94.1700 | 6/4/2020 | | M (1) | | | 22229.0000 (1) | 1/23/2018 | 1/22/2024 | Common Stock | 22229.0000 | (1) | 0.0000 | D | |
| Option (right to buy, granted 2015) | $104.2300 | 6/4/2020 | | M (1) | | | 959.0000 (1) | 1/27/2019 | 1/26/2025 | Common Stock | 959.0000 | (1) | 27871.0000 | D | |
| Explanation of Responses: |
| (1) | 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). |
| (2) | Excludes 5,892 shares which remain held indirectly in a grantor retained annuity trust (GRAT), previously held directly. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.2400 to $192.1100, inclusive. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.8400 to $191.9600, inclusive. |
| (5) | Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of June 4, 2020, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices. |
| (6) | Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Squires James A
THREE COMMERCIAL PLACE
NORFOLK, VA 23510 | X |
| Chairman, President and CEO |
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Signatures
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| Denise W. Hutson via P.O.A. for James A. Squires | | 6/8/2020 |
| **Signature of Reporting Person | Date |
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