Sec Form 4/A Filing - HIXON JAMES A @ NORFOLK SOUTHERN CORP - 2017-01-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
HIXON 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)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Exec.VP-Law & Corp. Rel
(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)
01/30/2017
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 24,407 A $ 47.76 146,224 D
Common Stock 01/26/2017 A 6,187 ( 1 ) A $ 0 152,411 D
Common Stock 01/26/2017 M( 2 ) 3,000 A $ 0 ( 2 ) 155,411 D
Common Stock 01/26/2017 M 1,432 A $ 69.83 156,843 D
Common Stock 01/26/2017 M 1,061 A $ 94.17 157,904 D
Common Stock 01/26/2017 M 959 A $ 104.23 158,863 D
Common Stock 01/26/2017 F 1,431 D $ 120.245 157,432 D
Common Stock 01/26/2017 F 2,952 D $ 120.245 154,480 D
Common Stock 01/26/2017 S 24,407 D $ 120.6708 130,073 D
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 2010) $ 47.76 01/26/2017 M( 3 ) 24,407 01/29/2014 01/28/2020 Common Stock 24,407 ( 3 ) 0 D
Option (right to buy, granted 2013) $ 69.83 01/26/2017 M( 3 ) 1,432 01/24/2017 01/23/2023 Common Stock 1,432 ( 3 ) 22,568 D
Option (right to buy, granted 2014) $ 94.17 01/26/2017 M( 3 ) 1,061 01/23/2018 01/22/2024 Common Stock 1,061 ( 3 ) 15,339 D
Option (right to buy, granted 2015) $ 104.23 01/26/2017 M( 3 ) 959 01/27/2019 01/26/2025 Common Stock 959 ( 3 ) 15,181 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HIXON JAMES A
THREE COMMERCIAL PLACE
NORFOLK, VA23510
Former Exec.VP-Law & Corp. Rel
Signatures
Denise W. Hutson via P.O.A. for James A. Hixon 02/03/2017
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 )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).

Remarks:
Mr. Hixon retired from Norfolk Southern Corporation effective December 1, 2016.

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