Sec Form 4 Filing - Squires James A @ NORFOLK SOUTHERN CORP - 2017-01-26

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Squires James A 2. Issuer Name and Ticker or Trading Symbol NORFOLK SOUTHERN CORP [ NSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) THREE COMMERCIAL PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2017 (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 01/26/2017 M 34,417 A $ 38.705 81,658 D Common Stock 01/26/2017 A 11,051 ( 1 ) A $ 0 92,709 D Common Stock 01/26/2017 M( 2 ) 3,000 A $ 0 ( 2 ) 95,709 D Common Stock 01/26/2017 F 1,431 D $ 120.245 94,278 D Common Stock 01/26/2017 F 5,272 D $ 120.245 89,006 D Common Stock 01/26/2017 S 34,417 D $ 119.7749 54,589 ( 3 ) D Common Stock 149.8735 ( 4 ) I By 401(k) Plan Common Stock 20,799 I By GRATs Common Stock 47,399 I By Spouse

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 2009) $ 38.705 01/26/2017 M( 5 ) 34,417 ( 5 ) 01/29/2013 01/28/2019 Common Stock 34,417 ( 5 ) 0 D Option (right to buy, granted 2017) $ 120.25 01/26/2017 A( 6 ) 60,300 01/26/2021 01/25/2027 Common Stock 60,300 ( 6 ) 60,300 D Restricted Stock Units ( 2 ) 01/26/2017 M( 2 ) 3,000 01/26/2017( 2 ) 01/26/2017( 2 ) Common Stock 3,000 $ 0 0 D Restricted Stock Units ( 7 ) 01/26/2017 A( 7 ) 8,110 ( 7 ) 01/26/2022( 7 ) 01/26/2022( 7 ) Common Stock 8,110 ( 7 ) 8,110 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Squires James A THREE COMMERCIAL PLACE NORFOLK, VA23510 X Chairman, President and CEO Signatures Denise W. Hutson via P.O.A. for James A. Squires 01/30/2017 Signature of Reporting Person Date

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 16b-3 plan) ( 2 )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). ( 3 )Excludes 20,799 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly. ( 4 )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. ( 5 )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). ( 6 )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). ( 7 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.