Form 4 Goode David R

4 - Statement of changes in beneficial ownership of securities

Published: 2004-12-02 08:59:09
Submitted: 2004-12-02
Period Ending In: 2004-11-30
edgar.html PRIMARY DOCUMENT


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOODE DAVID R

(Last) (First) (Middle)
THREE COMMERCIAL PLACE

(Street)
NORFOLK VA 23510-2191

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chrmn. & CEO & Dir.
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/30/2004 M 125,000 A $16.9375 728,269 D
Common Stock 11/30/2004 S 42,300 D $34.3 685,969 D
Common Stock 11/30/2004 S 2,000 D $34.31 683,969 D
Common Stock 11/30/2004 S 1,000 D $34.33 682,969 D
Common Stock 11/30/2004 S 500 D $34.35 682,469 D
Common Stock 11/30/2004 S 1,200 D $34.38 681,269 D
Common Stock 11/30/2004 S 3,000 D $34.39 678,269 D
Common Stock 11/30/2004 S 60,000 D $34.4 618,269 D
Common Stock 11/30/2004 S 15,000 D $34.42 603,269 D
Common Stock 13,027(1) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (granted 2000) $16.9375 11/30/2004 M(2) 125,000(2) 01/31/2001 01/30/2010 Common Stock 125,000 (2) 400,000 D
Stock Units (Deferred) (3) 11/30/2004(3) D 12,884.9828 11/30/2004 11/30/2004 Common Stock 12,884.9828 (3) 41,231.9448(3) D
Explanation of Responses:
1. 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 November 30, 2004, the last date on which a formal statement was available, 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.
2. Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt under Rule 16b-3. The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
3. Reports cash payment to the reporting person of deferred stock units paid as dividend equivalents on stock options held under the Long-Term Incentive Plan (a Rule 16b-3 plan) based on the Fair Market Value of the Common Stock on November 30, 2004.
Remarks:
D. M. Martin, via P.O.A. for David R. Goode 12/02/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
edgar.xml PRIMARY DOCUMENT
Schema Version:
X0202
Document Type:
4
Period Of Report:
2004-11-30

Issuer

Issuer Cik
0000702165
Issuer Name
NORFOLK SOUTHERN CORP
Issuer Trading Symbol
NSC

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001171794
Rpt Owner Name
GOODE DAVID R

Reporting Owner Address

Rpt Owner Street1
THREE COMMERCIAL PLACE
Rpt Owner City
NORFOLK
Rpt Owner State
VA
Rpt Owner Zip Code
23510-2191

Reporting Owner Relationship

Is Director
1
Is Officer
1
Is Ten Percent Owner
0
Is Other
0
Officer Title
Chrmn. & CEO & Dir.

Non Derivative Table

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
M
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
125000
Transaction Price Per Share
16.9375
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
728269

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
42300
Transaction Price Per Share
34.30
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
685969

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
2000
Transaction Price Per Share
34.31
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
683969

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1000
Transaction Price Per Share
34.33
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
682969

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
500
Transaction Price Per Share
34.35
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
682469

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1200
Transaction Price Per Share
34.38
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
681269

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
3000
Transaction Price Per Share
34.39
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
678269

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
60000
Transaction Price Per Share
34.40
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
618269

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
15000
Transaction Price Per Share
34.42
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
603269

Ownership Nature

Direct Or Indirect Ownership
D

Non Derivative Holding

Security Title
Common Stock

Shares Owned Following Transaction

Value
13027
@attributes Id
F1

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
By 401(k) Plan

Derivative Transaction

Security Title
Option (granted 2000)
Conversion Or Exercise Price
16.9375
Transaction Date
2004-11-30

Transaction Coding

Transaction Form Type
4
Transaction Code
M
Equity Swap Involved
0
@attributes Id
F2

Transaction Amounts

Transaction Shares

Value
125000
@attributes Id
F2
@attributes Id
F2
Transaction Acquired Disposed Code
D
Exercise Date
2001-01-31
Expiration Date
2010-01-30

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
125000
Shares Owned Following Transaction
400000

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Stock Units (Deferred)
@attributes Id
F3

Transaction Date

Value
2004-11-30
@attributes Id
F3

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
12884.9828
@attributes Id
F3
Transaction Acquired Disposed Code
D
Exercise Date
2004-11-30
Expiration Date
2004-11-30

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12884.9828

Shares Owned Following Transaction

Value
41231.9448
@attributes Id
F3

Ownership Nature

Direct Or Indirect Ownership
D

Footnote

0
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 November 30, 2004, the last date on which a formal statement was available, 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.
1
Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt under Rule 16b-3. The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
2
Reports cash payment to the reporting person of deferred stock units paid as dividend equivalents on stock options held under the Long-Term Incentive Plan (a Rule 16b-3 plan) based on the Fair Market Value of the Common Stock on November 30, 2004.

Owner Signature

Signature Name
D. M. Martin, via P.O.A. for David R. Goode
Signature Date
2004-12-02
Additional Files
FileSequenceDescriptionTypeSize
0000702165-04-000262.txt   Complete submission text file   22825
$NSC

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