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Filing Details

Accession Number:: 0001225208-22-009259
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-04 11:32:46
Reporting Period:: 2022-08-02

Accepted Time:: 2022-08-04 11:32:46
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	650 W Peachtree St Nw Atlanta GA 30308		Yes	No	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	2022-08-02	105,420	$70.32	148,148	No	4	M	Direct
Common Stock	Disposition	2022-08-02	132	$250.86	148,016	No	4	S	Direct
Common Stock	Disposition	2022-08-02	6,295	$250.21	141,721	No	4	S	Direct
Common Stock	Disposition	2022-08-02	46,043	$249.13	95,678	No	4	S	Direct
Common Stock	Disposition	2022-08-02	52,950	$248.35	42,728	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	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 2016)	Disposition	2022-08-02	105,420	$0.00	105,420	$70.32

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2020-01-28	2026-01-27	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	165	Indirect	By 401(k) Plan
Common Stock	20,000	Indirect	By GRATs
Common Stock	32,613	Indirect	By Spouse
Common Stock	11,637	Indirect	By the E.H. Squires Irrevocable Trust
Common Stock	11,637	Indirect	By the M.O. Squires Irrevocable Trust

Footnotes

Excludes 20,000 shares which remain held indirectly in a grantor retained annuity trust (GRAT), previously held directly.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.85 to $250.88, inclusive. The reporting person undertakes to provide to Norfolk Southern Corporation, security holders of Norfolk Southern Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (5) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.79 to $250.78, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.79 to $249.78, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.79 to $248.78, inclusive.
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 August 2, 2022, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
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.
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).