Form 4 Horn Karen N

4 - Statement of changes in beneficial ownership of securities

Published: 2010-09-13 16:33:42
Submitted: 2010-09-13
Period Ending In: 2010-09-10
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*
HORN KAREN N

(Last) (First) (Middle)
66-4 ELY'S FERRY ROAD

(Street)
LYME CT 06371

(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)
09/10/2010
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 3,192.2885(1) 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
Restricted Stock Units (2) 09/10/2010 A(2) 44.4328 (2) (2) Common Stock 44.4328 $58.555(2) 7,271.5507 D
Explanation of Responses:
1. Includes 192.2885 shares of Common Stock acquired by the reporting person as a result of participating in the Norfolk Southern Corporation Dividend Reinvestment Plan.
2. Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in common stock upon the reporting person's termination of service or death.
Remarks:
H. D. McFadden via P.O.A. for Karen N. Horn 09/13/2010
** 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:
X0303
Document Type:
4
Period Of Report:
2010-09-10

Issuer

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

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001136550
Rpt Owner Name
HORN KAREN N

Reporting Owner Address

Rpt Owner Street1
66-4 ELY'S FERRY ROAD
Rpt Owner City
LYME
Rpt Owner State
CT
Rpt Owner Zip Code
06371

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

Value
3192.2885
@attributes Id
F1

Ownership Nature

Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Restricted Stock Units
@attributes Id
F2
Transaction Date
2010-09-10

Transaction Coding

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

Transaction Amounts

Transaction Shares
44.4328

Transaction Price Per Share

Value
58.555
@attributes Id
F2
Transaction Acquired Disposed Code
A
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
44.4328
Shares Owned Following Transaction
7271.5507

Ownership Nature

Direct Or Indirect Ownership
D

Footnote

0
Includes 192.2885 shares of Common Stock acquired by the reporting person as a result of participating in the Norfolk Southern Corporation Dividend Reinvestment Plan.
1
Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in common stock upon the reporting person's termination of service or death.

Owner Signature

Signature Name
H. D. McFadden via P.O.A. for Karen N. Horn
Signature Date
2010-09-13
Additional Files
FileSequenceDescriptionTypeSize
0000702165-10-000139.txt   Complete submission text file   6786
$NSC

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