Sec Form 4 Filing - Manion Mark D @ NORFOLK SOUTHERN CORP - 2014-01-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Manion Mark D
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)
Exec. Vice President & COO
(Last) (First) (Middle)
THREE COMMERCIAL PLACE
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2014
(Street)
NORFOLK, VA23510
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/27/2014 M 20,000 A $ 49.425 76,847 D
Common Stock 01/27/2014 M 2,017 A $ 49.555 78,864 D
Common Stock 01/27/2014 F 2,216 D $ 90.2855 76,648 D
Common Stock 01/27/2014 S 17,977 D $ 90.8649 ( 1 ) 58,671 ( 2 ) D
Common Stock 6,098.024 ( 3 ) I By 401(k) Plan
Common Stock 22,909 I By GRATs
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 2006) $ 49.425 01/27/2014 M 20,000 01/27/2007 01/26/2016 Common Stock 20,000 $ 0 0 D
Option (right to buy, granted 2007) $ 49.555 01/27/2014 M 2,017 01/25/2010 01/24/2017 Common Stock 2,017 $ 0 31,983 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manion Mark D
THREE COMMERCIAL PLACE
NORFOLK, VA23510
Exec. Vice President & COO
Signatures
Denise W. Hutson via P.O.A. for Mark D. Manion 01/29/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.85 to $90.97, inclusive.
( 2 )Excludes 22,909 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
( 3 )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 27, 2014, 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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