SEC Form 4 · accession 0001225208-16-040038

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

Oct 3, 2016

Accepted (ET)

Oct 4, 2016 · 4:26 pm 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	Oct 3, 2016	M	2,093	$47.76	A	129,724	D
Common Stock	Oct 3, 2016	M	1,593	$62.745	A	131,317	D
Common Stock	Oct 3, 2016	M	1,330	$75.14	A	132,647	D
Common Stock^F1	holding	—	—		—	8,922	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 2010)^F2	$47.76	Oct 3, 2016	M	2,093	D	Jan 29, 2014	Jan 28, 2020	Common Stock	2,093	24,407	D
Option (right to buy, granted 2011)^F2	$62.745	Oct 3, 2016	M	1,593	D	Jan 27, 2015	Jan 26, 2021	Common Stock	1,593	17,407	D
Option (right to buy, granted 2012)^F2	$75.14	Oct 3, 2016	M	1,330	D	Jan 26, 2016	Jan 25, 2022	Common Stock	1,330	16,670	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 October 3, 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).