SEC Form 4 · accession 0001225208-16-041540

NORFOLK SOUTHERN CORP · NSC

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

Reporting owner

Officer — Chairman, President and CEO · Director

Period of report

Nov 11, 2016

Accepted (ET)

Nov 14, 2016 · 10:41 am EST

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	Nov 11, 2016	M	2,583	$38.705	A	47,550	D
Common Stock	Nov 11, 2016	M	2,093	$47.76	A	49,643	D
Common Stock^F1	Nov 11, 2016	F	2,002	$99.925	D	47,641	D
Common Stock^F2	holding	—	—		—	152	I	By 401(k) Plan
Common Stock	holding	—	—		—	20,799	I	By GRATs
Common Stock	holding	—	—		—	47,399	I	By Spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy, granted 2009)^F3	$38.705	Nov 11, 2016	M	2,583	D	Jan 29, 2013	Jan 28, 2019	Common Stock	2,583	34,417	D
Option (right to buy, granted 2010)^F3	$47.76	Nov 11, 2016	M	2,093	D	Jan 29, 2014	Jan 28, 2020	Common Stock	2,093	24,407	D

F1Excludes 20,799 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
F2Represents 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 November 11, 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.
F3Reflects 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).