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Filing Details

Accession Number:: 0001225208-20-001490
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-03 17:18:33
Reporting Period:: 2020-01-30

Accepted Time:: 2020-02-03 17:18:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
702165	Norfolk Southern Corp	NSC	Railroads, Line-Haul Operating (4011)	521188014

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1654459	Joseph Michael Wheeler	Three Commercial Place Norfolk VA 23510	Evp & Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2020-01-30	12,328	$0.00	27,035	No	4	A	Direct
Common Stock	Acquisiton	2020-01-30	11,000	$70.32	38,035	No	4	M	Direct
Common Stock	Disposition	2020-01-30	5,271	$213.32	32,764	No	4	F	Direct
Common Stock	Disposition	2020-01-30	11,000	$212.84	21,764	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Option (right to buy, granted 2016)	Disposition	2020-01-30	11,000	$0.00	11,000	$70.32
Common Stock	Option (right to buy, granted 2020)	Acquisiton	2020-01-30	3,720	$0.00	3,720	$214.50
Common Stock	Restricted Stock Units	Acquisiton	2020-01-30	2,740	$0.00	2,740	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,080	2020-01-28	2026-01-27	No	4	M	Direct
3,720	2024-01-30	2030-01-30	No	4	A	Direct
5,410			No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	30	Indirect	By 401k

Footnotes

Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).
Reflects 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).
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.71 to $213.10, inclusive.
Represents 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 January 30, 2020, 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.
Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).
Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2020, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date.