Form 4 Joyce Burton M

4 - Statement of changes in beneficial ownership of securities

Published: 2004-12-13 17:11:57
Submitted: 2004-12-13
Period Ending In: 2004-12-10
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*
JOYCE BURTON M

(Last) (First) (Middle)
235 MILESTONE LANE

(Street)
PENHOOK VA 24137

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2004
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 5,000 D
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
Deferred Stock Units - Def. Compensation (1) 12/10/2004 A(1) 8 (1) (1) Common Stock 8 $35.1(1) 2,723 D
Deferred Stock Units (2) 12/10/2004 A(2) 12 (2) (2) Common Stock 12 $35.03(2) 4,053 D
Explanation of Responses:
1. Reports the number of deferred stock units--on the basis of the market value of the Common Stock on the dividend payment date--to have been credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan. These deferred stock units ultimately will be satisfied in cash, not in shares of Common Stock upon the reporting person's retirement or at such other time as may be elected under the terms of the Directors' Deferred Fee Plan.
2. Reports the number of Deferred Stock Units, exempt under Section 16b(3), credited to the account of the reporting person as of December 10, 2004, under the terms of the Outside Directors' Deferred Stock Unit Program, on the basis of the market value of the Common Stock on the dividend payment date. These Units ultimately will be satisfied in cash, not in shares of Common Stock.
Remarks:
D.M. Martin, via P.O.A. for Burton M. Joyce 12/13/2004
** 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:
2004-12-10

Issuer

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

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001236302
Rpt Owner Name
JOYCE BURTON M

Reporting Owner Address

Rpt Owner Street1
235 MILESTONE LANE
Rpt Owner City
PENHOOK
Rpt Owner State
VA
Rpt Owner Zip Code
24137

Reporting Owner Relationship

Is Director
1
Is Officer
0
Is Ten Percent Owner
0
Is Other
0

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
5000

Ownership Nature

Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Deferred Stock Units - Def. Compensation
@attributes Id
F1
Transaction Date
2004-12-10

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
8

Transaction Price Per Share

Value
35.10
@attributes Id
F1
Transaction Acquired Disposed Code
A
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
8
Shares Owned Following Transaction
2723

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Deferred Stock Units
@attributes Id
F2
Transaction Date
2004-12-10

Transaction Coding

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

Transaction Amounts

Transaction Shares
12

Transaction Price Per Share

Value
35.03
@attributes Id
F2
Transaction Acquired Disposed Code
A
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12
Shares Owned Following Transaction
4053

Ownership Nature

Direct Or Indirect Ownership
D

Footnote

0
Reports the number of deferred stock units--on the basis of the market value of the Common Stock on the dividend payment date--to have been credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan. These deferred stock units ultimately will be satisfied in cash, not in shares of Common Stock upon the reporting person's retirement or at such other time as may be elected under the terms of the Directors' Deferred Fee Plan.
1
Reports the number of Deferred Stock Units, exempt under Section 16b(3), credited to the account of the reporting person as of December 10, 2004, under the terms of the Outside Directors' Deferred Stock Unit Program, on the basis of the market value of the Common Stock on the dividend payment date. These Units ultimately will be satisfied in cash, not in shares of Common Stock.

Owner Signature

Signature Name
D.M. Martin, via P.O.A. for Burton M. Joyce
Signature Date
2004-12-13
Additional Files
FileSequenceDescriptionTypeSize
0000702165-04-000284.txt   Complete submission text file   9158
$NSC

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