SEC Form 4 · accession 0001225208-18-012818

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 20, 2018

Accepted (ET)

Aug 22, 2018 · 10:32 am 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 20, 2018	M	1,593	$62.745	A	44,644	D
Common Stock	Aug 20, 2018	M	1,330	$75.14	A	45,974	D
Common Stock^F1	Aug 20, 2018	F	1,142	$175.105	D	44,832	D
Common Stock^F2	holding	—	—		—	155	I	By 401(k) Plan
Common Stock	holding	—	—		—	5,892	I	By GRATs
Common Stock^F3	holding	—	—		—	10,150	I	By Irrevocable Trust
Common Stock	holding	—	—		—	34,886	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)^F4	$62.745	Aug 20, 2018	M	1,593	D	Jan 27, 2015	Jan 26, 2021	Common Stock	1,593	0	D
Option (right to buy, granted 2012)^F4	$75.14	Aug 20, 2018	M	1,330	D	Jan 26, 2016	Jan 25, 2022	Common Stock	1,330	0	D

F1Excludes 5,892 shares which remain held indirectly in a grantor retained annuity trust (GRAT), 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 August 20, 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.
F3Represents 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 theses securities for purposes of Section 16 or for any other purpose.
F4Reflects 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).