Norfolk Southern (NSC) Form 4 NORFOLK SOUTHERN / Alan H. Shaw ownership change

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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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^*

Shaw Alan H.

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GA 30308

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2022

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	01/27/2022		A		5,822(1)	A	$0.0000	37,503	D
Common Stock	01/27/2022		F		2,490	D	$270.98	35,013	D
Common Stock								1,784.4367	I	By 401(k) Plan(2)

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
Option (right to buy, granted 2022)	$270.98	01/27/2022		A		330		01/27/2026	01/26/2032	Common Stock	330	(3)	7,500	D
Restricted Stock Units	(4)	01/27/2022		A		220(4)		(4)	(4)	Common Stock	220	(4)	8,727	D
Option (right to buy, granted 2016)	$70.32							01/28/2020	01/27/2026	Common Stock	20,210		20,210	D
Option (right to buy, granted 2017)	$120.25							01/26/2021	01/25/2027	Common Stock	13,220		13,220	D
Option (right to buy, granted 2018)	$149.58							01/25/2022	01/24/2028	Common Stock	3,480		3,480	D
Option (right to buy, granted 2019)	$165.79							01/28/2023	01/27/2029	Common Stock	3,400		3,400	D
Option (right to buy, granted 2020)	$214.5							01/30/2024	01/30/2030	Common Stock	2,960		2,960	D
Option (right to buy, granted 2021)	$241.79							01/28/2025	01/28/2031	Common Stock	4,090		4,090	D
Option (right to buy, granted 2022)	$298.08							01/27/2023	01/26/2032	Common Stock	23,940		23,940	D

Explanation of Responses:

1. Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive plan (a Rule 16h-3 plan).

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 February 1, 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.

3. 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).

4. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of 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 vest ratably over four years from the grant date and ultimately will be settled in Common Stock.

	Denise W. Hutson via P.O.A. for Alan H. Shaw	02/03/2022
	** 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).
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