Form 3 Sutherland Vanessa Allen

Initial statement of beneficial ownership of securities

Published: 2019-04-09 08:55:34
Submitted: 2019-04-09
Period Ending In: 2019-04-01
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SEC FORM 3

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Sutherland Vanessa Allen

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

(Street)
NORFOLK VA 23510

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019
3. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Law & Chief Legal Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) 01/28/2020 01/28/2023 Common Stock 1,150(2) (1) D
Restricted Stock Units(1) 08/06/2019 01/25/2022 Common Stock 570(3) (1) D
Explanation of Responses:
1. Reports the total number of Restricted Stock Units granted to the reporting person 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 will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock.
2. These Units will vest ratably in four annual installments.
3. These Units will vest ratably on August 6, 2019, January 25, 2020, January 25, 2021, and January 25, 2022.
Remarks:
At its meeting on March 26, 2019, the Corporation's Board of Directors elected the reporting person to her current position and designated her an "Executive Officer" for purposes of Section 16, effective April 1, 2019. Accordingly, this Form 3 reports the reporting person's indirect holdings of derivative securities on the effective date of her designation (poasutherland.txt).
Denise W. Hutson via P.O.A. for Vanessa Allen Sutherland 04/08/2019
** 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 5 (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
doc3.xml
Schema Version:
X0206
Document Type:
3
Period Of Report:
2019-04-01
No Securities Owned:
0

Issuer

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

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001772603
Rpt Owner Name
Sutherland Vanessa Allen

Reporting Owner Address

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

Reporting Owner Relationship

Is Officer
1
Officer Title
SVP Law & Chief Legal Officer

Derivative Holding

Security Title

Value
Restricted Stock Units
@attributes Id
F1
@attributes Id
F1
Exercise Date
2020-01-28
Expiration Date
2023-01-28

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
1150.0000
@attributes Id
F2
Direct Or Indirect Ownership
D

Security Title

Value
Restricted Stock Units
@attributes Id
F1
@attributes Id
F1
Exercise Date
2019-08-06
Expiration Date
2022-01-25

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
570.0000
@attributes Id
F3
Direct Or Indirect Ownership
D

Footnote

0
Reports the total number of Restricted Stock Units granted to the reporting person 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 will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock.
1
These Units will vest ratably in four annual installments.
2
These Units will vest ratably on August 6, 2019, January 25, 2020, January 25, 2021, and January 25, 2022.
Remarks:
At its meeting on March 26, 2019, the Corporation's Board of Directors elected the reporting person to her current position and designated her an "Executive Officer" for purposes of Section 16, effective April 1, 2019. Accordingly, this Form 3 reports the reporting person's indirect holdings of derivative securities on the effective date of her designation (poasutherland.txt).

Owner Signature

Signature Name
Denise W. Hutson via P.O.A. for Vanessa Allen Sutherland
Signature Date
2019-04-08
poasutherland.txt
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poasutherland.txt
<TEXT>





	POWER OF ATTORNEY
	For Executing SEC Forms 3, 4, 5, and 144
	(and/or other similar reports)


		Know all men by these presents, that I, the undersigned, hereby constitute and
  appoint each of the Corporate Secretary, the Assistant Corporate Secretary,
and Manager Shareholder Services, signing singly, my true and lawful
attorney-in-fact to:

		(1)	execute for and on my behalf SEC Forms 3, 4, 5, and 144 (including both
amendments thereto and any and all other similar reports, however hereafter
known, designated or identified) ("Report") in accordance with (a) Section 16(a)
  of the Securities Exchange Act of 1934 and the rules thereunder and (b) Rule
144, concerning securities of Norfolk Southern  Corporation;

		(2)	do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete any such Report(s) and to effect the timely
filing of such Report(s) with the United States Securities and Exchange
Commission and with any authority, agency, exchange or other body as may be
required, or thought advisable, by my attorney-in-fact; and

		(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of my attorney-in-fact, may be of benefit to, in
  the best interest of, or legally required of, me, it being understood that the
  documents executed by my attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
  my attorney-in-fact, in her or his sole discretion, may approve.

		I hereby [1] grant to each and every of my attorneys-in-fact full power and
authority to do and to perform all and every act and thing whatsoever requisite,
  necessary and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as I or any such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, and [2] ratify and confirm all that any of my
attorneys-in-fact, or her or his substitute(s), lawfully shall do or cause to be
  done by virtue of this Power of Attorney and the rights and powers herein
granted.  I acknowledge that each and every of the foregoing attorneys-in-fact,
in serving in such capacity at my request, are not assuming any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934 or with Rule 144.

		Unless earlier revoked by me in a signed writing delivered to an
attorney-in-fact, as to each such attorney-in-fact, this Power of Attorney shall
  remain in full force and effect (and shall survive, if necessary, my
incapacity and/or death) until I no longer am required to file Report(s) with
the Securities and Exchange Commission with respect to my reportable beneficial
ownership, and any other holdings, of and transactions in securities of Norfolk
Southern Corporation or pursuant to Rule 144.

		IN WITNESS WHEREOF, I have executed this Power of Attorney as of this 1st day
of April, 2019.


								_________________________________
						  		                           Signature


	                 Vanessa Allen Sutherland
				        			                                   Printed/Typed Name

</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0001225208-19-006586.txt   Complete submission text file   9322
$NSC

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