Form 4 Norfolk Southern Corp

Statement of changes in beneficial ownership of securities

Published: 2019-06-27 08:23:52
Submitted: 2019-06-27
Period Ending In: 2019-06-26
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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
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OMB Number: 3235-0287
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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*
Squires James A

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

(Street)
NORFOLK VA 23510

(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)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2019
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 06/26/2019 G V 4,902 A $0.0000 85,543 D
Common Stock 06/26/2019 G V 29,656 D $0.0000 55,887(1) D
Common Stock 06/26/2019 G V 29,654 A $0.0000 60,790 I By Spouse
Common Stock 06/26/2019 G V 4,902 D $0.0000 55,888 I By Spouse
Common Stock 157.67 I By 401(k) Plan(2)
Common Stock 5,892 I By GRATs
Common Stock 3,636.923(3) I By the E.H. Squires Irrevocable Trust(4)
Common Stock 3,636.923(3) I By the M.O. Squires Irrevocable Trust(4)
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
Explanation of Responses:
1. Excludes 5,892 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
2. 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 June 26, 2019, 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.
3. Includes 73.923 shares of common stock acquired by the trust as a result of participation in a dividend reinvestment plan. The trust no longer participates in a dividend reinvestment plan.
4. Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.
Denise W. Hutson via P.O.A. for James A. Squires 06/27/2019
** 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 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
doc4.xml
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-06-26

Issuer

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

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001305086
Rpt Owner Name
Squires James A

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 Director
1
Is Officer
1
Officer Title
Chairman, President and CEO

Non Derivative Table

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2019-06-26

Transaction Coding

Transaction Form Type
5
Transaction Code
G
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4902.0000
Transaction Price Per Share
0.0000
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
85543.0000
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2019-06-26

Transaction Coding

Transaction Form Type
5
Transaction Code
G
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
29656.0000
Transaction Price Per Share
0.0000
Transaction Acquired Disposed Code
D

Shares Owned Following Transaction

Value
55887.0000
@attributes Id
F1
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2019-06-26

Transaction Coding

Transaction Form Type
5
Transaction Code
G
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
29654.0000
Transaction Price Per Share
0.0000
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
60790.0000

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
By Spouse
Security Title
Common Stock
Transaction Date
2019-06-26

Transaction Coding

Transaction Form Type
5
Transaction Code
G
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4902.0000
Transaction Price Per Share
0.0000
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
55888.0000

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
By Spouse

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
157.6700

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By 401(k) Plan
@attributes Id
F2
Security Title
Common Stock
Shares Owned Following Transaction
5892.0000

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
By GRATs
Security Title
Common Stock

Shares Owned Following Transaction

Value
3636.9230
@attributes Id
F3

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By the E.H. Squires Irrevocable Trust
@attributes Id
F4
Security Title
Common Stock

Shares Owned Following Transaction

Value
3636.9230
@attributes Id
F3

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By the M.O. Squires Irrevocable Trust
@attributes Id
F4

Footnote

0
Excludes 5,892 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
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 June 26, 2019, 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
Includes 73.923 shares of common stock acquired by the trust as a result of participation in a dividend reinvestment plan. The trust no longer participates in a dividend reinvestment plan.
3
Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.

Owner Signature

Signature Name
Denise W. Hutson via P.O.A. for James A. Squires
Signature Date
2019-06-27
Additional Files
FileSequenceDescriptionTypeSize
0001225208-19-009572.txt   Complete submission text file   12749
$NSC

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SEC CFR Title 17 of the Code of Federal Regulations.