Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-19-013978
Date:2019-10-30
Issuer: NORFOLK SOUTHERN CORP (NSC)
Original Submission Date:

Reporting Person:

EARHART CYNTHIA C
THREE COMMERCIAL PLACE
NORFOLK, VA 23510

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-30 M 1,061 a $94.17 1,995 direct
COMMON STOCK 2019-10-30 M 959 a $104.23 2,954 direct
COMMON STOCK 2019-10-30 F 545 d $183.62 2,409 direct
COMMON STOCK 2019-10-30 F 545 d $183.62 1,864 direct
COMMON STOCK 2019-10-30 0 $0.00 61,797 indirect
COMMON STOCK 2019-10-30 0 $0.00 327 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
OPTION (RIGHT TO BUY, GRANTED 2014) 94.17 2019-10-30 deemed execution date M 1,061 (d) 2018-01-23 2024-01-22 common stock 1,061 $94.17 11,829 direct
OPTION (RIGHT TO BUY, GRANTED 2015) 104.23 2019-10-30 deemed execution date M 959 (d) 2019-01-27 2025-01-26 common stock 959 $104.23 12,301 direct
Footnotes
IDfootnote
f1 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).
f2 the number of shares increased from 322 to 327 shares of common stock. the shares were acquired by a member of the reporting person's household as a result of participating in a dividend reinvestment plan.
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