SEC Form 4 · accession 0001225208-16-038582

NORFOLK SOUTHERN CORP · NSC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Exec. VP-Law & Corp. Relations

Period of report

Aug 29, 2016

Accepted (ET)

Aug 31, 2016 · 11:43 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000702165

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Aug 29, 2016	M	1,443	$38.705	A	129,074	D
Common Stock	Aug 29, 2016	S	1,443	$94.1555	D	127,631	D
Common Stock	Aug 30, 2016	M	8,557	$38.705	A	136,188	D
Common Stock	Aug 30, 2016	S	8,557	$94.15	D	127,631	D
Common Stock^F1	holding	—	—		—	8,932	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy, granted 2009)^F2	$38.705	Aug 29, 2016	M	1,443	D	Jan 29, 2013	Jan 28, 2019	Common Stock	1,443	32,974	D
Option (right to buy, granted 2009)^F2	$38.705	Aug 30, 2016	M	8,557	D	Jan 29, 2013	Jan 28, 2019	Common Stock	8,557	24,417	D

F1Represents 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 August 30, 2016, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
F2Reflects 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).