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Filing Details

Accession Number:: 0001225208-17-002024
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-30 16:30:42
Reporting Period:: 2017-01-26

Filing Date:: 2017-01-30
Accepted Time:: 2017-01-30 16:30:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
702165	Norfolk Southern Corp	NSC	Railroads, Line-Haul Operating (4011)	521188014

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1305086	A James Squires	Three Commercial Place Norfolk VA 23510	Chairman, President And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2017-01-26	34,417	$38.71	81,658	No	4	M	Direct
Common Stock	Acquisiton	2017-01-26	11,051	$0.00	92,709	No	4	A	Direct
Common Stock	Acquisiton	2017-01-26	3,000	$0.00	95,709	No	4	M	Direct
Common Stock	Disposition	2017-01-26	1,431	$120.25	94,278	No	4	F	Direct
Common Stock	Disposition	2017-01-26	5,272	$120.25	89,006	No	4	F	Direct
Common Stock	Disposition	2017-01-26	34,417	$119.77	54,589	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	A	Direct
No	4	M	Direct
No	4	F	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Option (right to buy, granted 2009)	Disposition	2017-01-26	34,417	$0.00	34,417	$38.71
Common Stock	Option (right to buy, granted 2017)	Acquisiton	2017-01-26	60,300	$0.00	60,300	$120.25
Common Stock	Restricted Stock Units	Disposition	2017-01-26	3,000	$0.00	3,000	$0.00
Common Stock	Restricted Stock Units	Acquisiton	2017-01-26	8,110	$0.00	8,110	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-01-29	2019-01-28	No	4	M	Direct
60,300	2021-01-26	2027-01-25	No	4	A	Direct
0	2017-01-26	2017-01-26	No	4	M	Direct
8,110	2022-01-26	2022-01-26	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	150	Indirect	By 401(k) Plan
Common Stock	20,799	Indirect	By GRATs
Common Stock	47,399	Indirect	By Spouse

Footnotes

Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan)
Represents shares earned by the reporting person that were originally granted as restricted stock units on January 26, 2012, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).
Excludes 20,799 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
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 January 26, 2017, 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.
Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).
Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 26, 2017, 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 ultimately will be settled in Common Stock on January 26, 2022.