SEC Form 4 · accession 0001225208-17-002740

NORFOLK SOUTHERN CORP · NSC

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

Reporting owner

Officer — EVP-Finance and CFO

Period of report

Feb 9, 2017

Accepted (ET)

Feb 10, 2017 · 10:57 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	Feb 9, 2017	M	2,607	$62.745	A	21,094	D
Common Stock^F2	Feb 9, 2017	S	2,607	$121.97	D	18,487	D
Common Stock^F3	holding	—	—		—	2,766	I	By 401(k) Plan
Common Stock	holding	—	—		—	16,332	I	By GRATs
Common Stock	holding	—	—		—	3,837	I	By Revocable Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy, granted 2011)^F1	$62.745	Feb 9, 2017	M	2,607	D	Jan 27, 2015	Jan 26, 2021	Common Stock	2,607	0	D

F1Reflects 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).
F2Excludes 16,332 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
F3Represents 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 February 9, 2017, 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.