SEC Form 4 · accession 0001225208-18-012650

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

Aug 13, 2018

Accepted (ET)

Aug 15, 2018 · 5:39 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 13, 2018	M	17,407	$62.745	A	63,958	D
Common Stock	Aug 13, 2018	M	16,670	$75.14	A	80,628	D
Common Stock^F2	Aug 13, 2018	S	16,670	$171.7267	D	63,958	D
Common Stock^F2,F3	Aug 13, 2018	S	17,407	$171.7267	D	46,551	D
Common Stock^F4	holding	—	—		—	154	I	By 401(k) Plan
Common Stock	holding	—	—		—	8,314	I	By GRATs
Common Stock^F5	holding	—	—		—	10,150	I	By Irrevocable Trust
Common Stock	holding	—	—		—	39,964	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 2011)^F1	$62.745	Aug 13, 2018	M	17,407	D	Jan 27, 2015	Jan 26, 2021	Common Stock	17,407	1,593	D
Option (right to buy, granted 2012)^F1	$75.14	Aug 13, 2018	M	16,670	D	Jan 26, 2016	Jan 25, 2022	Common Stock	16,670	1,330	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).
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.72 to $171.80, inclusive.
F3Excludes 8,314 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
F4Represents 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 13, 2018, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
F5Represents the shares held by an irrevocable trust established for the benefit of the reporting person's child, where the reporting person's spouse is the trustee. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.