SEC Form 4 · accession 0001225208-17-014387

NORFOLK SOUTHERN CORP · NSC

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Officer — EVP & Chief Operating Officer

Period of report

Aug 25, 2017

Accepted (ET)

Aug 28, 2017 · 12:37 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	Aug 25, 2017	M	2,370	$75.14	A	13,492	D
Common Stock^F1	Aug 25, 2017	S	2,370	$118.681	D	11,122	D
Common Stock^F2	holding	—	—		—	28	I	By 401k

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy, granted 2012)^F3	$75.14	Aug 25, 2017	M	2,370	D	Jan 26, 2016	Jan 25, 2022	Common Stock	2,370	1,330	D

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6801 to $118.6900, inclusive.
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 August 25, 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.
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).