SEC Form 4 · accession 0001225208-17-004845

NORFOLK SOUTHERN CORP · NSC

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

Reporting owner

Officer — Exec. VP - Admin. and CIO

Period of report

Feb 24, 2017

Accepted (ET)

Feb 28, 2017 · 2:00 pm 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 24, 2017	M	2,907	$47.76	A	6,747	D
Common Stock	Feb 24, 2017	M	2,583	$38.705	A	9,330	D
Common Stock	Feb 24, 2017	M	2,093	$47.76	A	11,423	D
Common Stock	Feb 24, 2017	M	1,970	$50.74	A	13,393	D
Common Stock	Feb 24, 2017	F	2,514	$119.375	D	10,879	D
Common Stock^F2	Feb 24, 2017	S	6,747	$119.00	D	4,132	D
Common Stock	Feb 27, 2017	S	2,700	$120.882	D	44,017	I	By Revocable Trust
Common Stock	holding	—	—		—	6,071	I	By GRATs

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy, granted 2008)^F1	$50.74	Feb 24, 2017	M	1,970	D	Jan 24, 2011	Jan 23, 2018	Common Stock	1,970	0	D
Option (right to buy, granted 2009)^F1	$38.705	Feb 24, 2017	M	2,583	D	Jan 29, 2013	Jan 28, 2019	Common Stock	2,583	0	D
Option (right to buy, granted 2010)^F1	$47.76	Feb 24, 2017	M	2,093	D	Jan 29, 2014	Jan 28, 2020	Common Stock	2,093	2,907	D
Option (right to buy, granted 2010)^F1	$47.76	Feb 24, 2017	M	2,907	D	Jan 29, 2014	Jan 28, 2020	Common Stock	2,907	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 6,071 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.